Common use of Environmental Clause in Contracts

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed in the Primero Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Northgate or any of the Primero Northgate Subsidiaries: (i) Primero Northgate and the Primero Northgate Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero Northgate and the Primero Northgate Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Northgate or any of the Primero Subsidiaries, Northgate Subsidiaries or from Primero Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Northgate or any of the Primero Northgate Subsidiaries; (v) neither Primero Northgate nor any of the Primero Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero Northgate and the Primero Northgate Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Northgate nor any of the Primero Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Northgate or any of the Primero Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Northgate or any of the Primero Northgate Subsidiaries following the Effective Date; (viii) Primero Northgate and the Primero Northgate Subsidiaries have made available to Northgate Primero all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and (ix) to the knowledge of PrimeroNorthgate, none of Primero Northgate and the Primero Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed in the Primero Disclosure Letter, or (a) The Administrative Borrower will deliver to the extent that Administrative Agent as soon as practicable following the sending or receipt thereof by the Administrative Borrower or any violation or other matter referred of its Restricted Subsidiaries, a copy of any and all written communications with respect to in this subsection does not(A) any Environmental Claim that, individually or in the aggregate, has a reasonable possibility of giving rise to a Material Adverse Effect; (B) any Release required to be reported by the Administrative Borrower or any of its Restricted Subsidiaries to any federal, state, provincial, municipal or local governmental or regulatory agency or other Governmental Authority that reasonably could be expected to have a Material Adverse Effect, (C) any request made to the Administrative Borrower or any of its Restricted Subsidiaries for information from any governmental agency that suggests such agency is investigating whether the Administrative Borrower or any of its Restricted Subsidiaries may be potentially responsible for any Hazardous Materials Activity which is reasonably expected to have a Material Adverse Effect on Primero or and (D) subject to the limitations set forth in the proviso to Section 5.01(j), such other documents and information as from time to time may be reasonably requested by the Administrative Agent in relation to any matters disclosed pursuant to this Section 5.09(a). (b) The Administrative Borrower shall promptly take, and shall cause each of the Primero Subsidiaries: its Restricted Subsidiaries promptly to take, any and all actions necessary to (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in cure any violation of any, or noncompliance with any applicable Environmental Laws; (ii) Primero and Law by the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesAdministrative Borrower or its Restricted Subsidiaries, and hazardous and toxic substances without violation address with appropriate corrective or remedial action any Release or threatened Release of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, Hazardous Materials at or from Primero assets or operationsany Facility, which could reasonably be expected to result in Liability under any Environmental Laweach case, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under have a Material Adverse Effect and (ii) make an appropriate response to any Environmental LawsClaim against the Administrative Borrower or any of its Restricted Subsidiaries and discharge any obligations it may have to any Person thereunder, in each case, where failure to do so could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent matters that any violation or other matter referred would not reasonably be expected to in this subsection does nothave, individually or in the aggregate, have a Material Adverse Effect on Primero Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Primero Subsidiaries: (i) Primero Debtors, and there are no Legal Proceedings pending or, to the Primero Subsidiaries are and have been in compliance with and are not in Knowledge of the Company, threatened which allege a violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, in each case relating to the business or assets of Primero or any of the Primero Subsidiaries; Debtors, (vb) neither Primero nor any each Debtor has received (including timely application for renewal of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero same), and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are maintained in full force and effect, all environmental permits, licenses and neither Primero nor other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Primero Subsidiaries has received Debtors that would reasonably be expected to give rise to any notification from cost, liability or obligation of any Governmental Entity pursuant to of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any workof the Debtors, undertakingand no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, study, report, assessment, repairs, constructions liability or other expenditures are required to be made by it as a condition obligation of continued compliance with any of the Debtors under any Environmental LawsLaws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or any Environmental Approvals issued pursuant theretopipeline that has produced, stored or that any Environmental Approvals referred to above are about to be reviewedtransported hydrocarbons, made subject to limitation or conditions, revoked, withdrawn or terminated; and (viie) there are no changes agreements in the status, terms or conditions of any Environmental Approvals held by Primero or which any of the Primero Subsidiaries or Debtors has expressly assumed responsibility for any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment known obligation of any such other Person arising under or relating to Environmental ApprovalsLaws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required other representations and warranties in connection with the execution or delivery of this Agreement, the consummation of representations and warranties in this Section 4.16 constitute the transactions contemplated herein or the continuation of the business sole and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero exclusive representations and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information warranties in this Agreement with respect to any environmental, health and or safety matters; and (ix) , including any arising under or relating to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past Environmental Laws or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsHazardous Materials.

Environmental. Except as disclosed (a) The operation of the Business by Silvermex and each of the Silvermex Subsidiaries, the property and assets owned or used by Silvermex and the Silvermex Subsidiaries and the use, maintenance and operation thereof have been and are in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, compliance with all Environmental Laws (except where non- compliance would not have a Material Adverse Effect on Primero in respect of Silvermex). Each of Silvermex and the Silvermex Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of Silvermex). Neither Silvermex nor any of the Silvermex Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of Silvermex or any of the Primero Subsidiaries: (i) Primero and the Primero Silvermex Subsidiaries are and have been in convicted of an offence of non-compliance with and are not in violation any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of anyconviction. There is no civil, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedcriminal or administrative action, receivedsuit, handleddemand, usedclaim, storedhearing, treatednotice of violation, shipped and disposed of all contaminantsinvestigation, wastesproceeding, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits notice or discharges of pollutants demand letter existing or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisepending, or any municipal to the best knowledge of Silvermex, threatened, relating to the property or other sewer assets owned or drain or drinking or water systems, used by Primero Silvermex or any of the Primero Silvermex Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result relating in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant way to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any . (b) Silvermex and each of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Silvermex Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold obtained all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses Permits necessary to conduct its Business and the ownership to own, use and use including rehabilitation of their respective operate its properties and assets, all such Environmental Approvals Permits are in full force and effect, no appeal or other action is pending to revoke any such Environmental Permit and neither Primero the operation of the Business of Silvermex and each of the Silvermex Subsidiaries, the property and assets owned by Silvermex and each of the Silvermex Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, Silvermex and each of the Silvermex Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and Silvermex does not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of Silvermex. (c) Silvermex and each of the Silvermex Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits. (d) Neither Silvermex nor any of the Primero Silvermex Subsidiaries has received is, and, to the knowledge of Silvermex, there is no reasonable basis upon which Silvermex or any notification from of the Silvermex Subsidiaries could become, responsible for any Governmental Entity pursuant material clean up or corrective action under any Environmental Laws. All audits, assessments, reports and studies with respect to environmental matters relating to Silvermex or any of the Silvermex Subsidiaries have been referenced in Schedule 3.1.34 of the Silvermex Disclosure Letter. (e) There are no past or present (or, to the best of Silvermex’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or plans which may interfere with or prevent compliance or continued compliance by Silvermex and each of the Silvermex Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions common law or other expenditures are required to be made by it as a condition of continued compliance with any legal liability under the Environmental Laws, or otherwise form the basis of any Environmental Approvals issued pursuant theretoclaim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation the Release or conditions, revoked, withdrawn threatened Release into the indoor or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held outdoor environment by Primero Silvermex or any of the Primero Silvermex Subsidiaries of any Hazardous Substances. (f) There are no surface rights, Leases, real property or other assets or rights of Silvermex or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals Silvermex Subsidiary that are required affected by a federally protected ecological area in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMexico.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent matters that any violation or other matter referred would not reasonably be expected to in this subsection does nothave, individually or in the aggregate, have a Material Adverse Effect on Primero Effect: (a) no written notice, claim, demand, request for information, Order, complaint or penalty has been received by any of the Primero Subsidiaries: (i) Primero Debtors, and there are no Legal Proceedings pending or, to the Primero Subsidiaries are and have been in compliance with and are not in Knowledge of the Company, threatened which allege a violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, in each case relating to the business or assets of Primero or any of the Primero Subsidiaries; Debtors, (vb) neither Primero nor any each Debtor has received (including timely application for renewal of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero same), and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are maintained in full force and effect, all environmental permits, licenses and neither Primero nor other approvals, and has maintained all financial assurances, in each case to the extent necessary for its operations to comply with all applicable Environmental Laws and is, and since January 1, 2014, has been, in compliance with the terms of such permits, licenses and other approvals and with all applicable Environmental Laws, (c) to the Knowledge of the Company, no Hazardous Material is located at, on or under any property currently or formerly owned, operated or leased by any of the Primero Subsidiaries has received Debtors that would reasonably be expected to give rise to any notification from cost, liability or obligation of any Governmental Entity pursuant to of the Debtors under any Environmental Laws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, (d) no Hazardous Material has been Released, generated, owned, treated, stored or handled by any workof the Debtors, undertakingand no Hazardous Material has been transported to or Released at any location in a manner that would reasonably be expected to give rise to any cost, study, report, assessment, repairs, constructions liability or other expenditures are required to be made by it as a condition obligation of continued compliance with any of the Debtors under any Environmental LawsLaws other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or any Environmental Approvals issued pursuant theretopipeline that has produced, stored or that any Environmental Approvals referred to above are about to be reviewedtransported Hydrocarbons, made subject to limitation or conditions, revoked, withdrawn or terminated; and (viie) there are no changes agreements in the status, terms or conditions of any Environmental Approvals held by Primero or which any of the Primero Subsidiaries or Debtors has expressly assumed responsibility for any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment known obligation of any such other Person arising under or relating to Environmental ApprovalsLaws that remains unresolved other than future costs, liabilities and obligations associated with remediation at the end of the productive life of a well, facility or pipeline that has produced, stored or transported Hydrocarbons, which has not been made available to the Commitment Parties prior to the date hereof. Notwithstanding the generality of any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required other representations and warranties in connection with the execution or delivery of this Agreement, the consummation of representations and warranties in this Section 4.16 constitute the transactions contemplated herein or the continuation of the business sole and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero exclusive representations and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information warranties in this Agreement with respect to any environmental, health and or safety matters; and (ix) , including any arising under or relating to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past Environmental Laws or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsHazardous Materials.

Environmental. (a) Except as disclosed has not or would not have a North American Business Material Adverse Effect, since December 31, 2006, CCE and its Subsidiaries and Affiliates have at all times been, and are, in compliance with respect to the North American Business and the North American Business Assets, with all applicable Environmental Laws, including, but not limited to, possessing and complying with all Permits required for their operations under applicable Environmental Laws; and have not received any written communication, whether from a Governmental Entity or other Person, alleging that CCE or its Subsidiaries or Affiliates is not in such compliance, and there are no past or present actions, conditions, activities, circumstances or occurrences that would prevent such compliance in the Primero Disclosure Letterfuture. Within forty-five (45) days of the date hereof, or CCE will deliver to TCCC a complete list of all material Permits held by CCE and its Subsidiaries and Affiliates with respect to the extent that any violation North American Business or the North American Business Assets pursuant to applicable Environmental Laws as of the date of delivery. (b) No transfers of permits or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or governmental authorizations under Environmental Laws from any of the Primero Subsidiaries:Other CCE Businesses will be required to permit the conduct of the North American Business in material compliance with all applicable Environmental Laws as of the Effective Time, as conducted by the North American Business immediately prior to the Effective Time. (ic) Primero and Except as would not result in a North American Business Material Adverse Effect, there is no Environmental Claim pending or, to the Primero Subsidiaries are and have been Knowledge of CCE threatened, against CCE, any North American Business Subsidiary or, to the Knowledge of CCE, any North American Joint Venture or, to the Knowledge of CCE, against any Person whose liability for any Environmental Claim, CCE, any North American Business Subsidiary or, to the Knowledge of CCE, any North American Joint Venture, has retained or assumed either contractually or by operation of law, in compliance with and are not in violation of any, Environmental Laws;each case relating to the North American Business or the North American Business Assets. (iid) Primero and There are no past or present actions, conditions, activities, circumstances or occurrences, including the Primero Subsidiaries have operated their respective businesses at all times and have generatedRelease, received, handled, used, stored, treated, shipped and disposed threatened Release or presence of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, Hazardous Material which could reasonably be expected to form the basis of any material Environmental Claim relating to the North American Business or the North American Business Assets against CCE and its Subsidiaries and Affiliates, or to the Knowledge of CCE, against any Person whose liability for any Environmental Claim, CCE and its Subsidiaries and Affiliates has retained or assumed either contractually or by operation of law, except in each case as would not result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;a North American Business Material Adverse Effect. (ive) no orders, notifications, directives, demands, claims, instructions, directions None of CCE or notices have been issued its Subsidiaries and remain outstanding by Affiliates is a party or subject to any Governmental Entity administrative or judicial order or decree relating to the North American Business or the North American Business Assets pursuant to any the Environmental Laws, whether or except in each case as would not result in a North American Business Material Adverse Effect. (f) CCE and its Subsidiaries and Affiliates have the force of lawnot, relating and to the business Knowledge of CCE, no other Person has, stored, deposited, discharged, buried, dumped or assets disposed of Primero Hazardous Materials, on or beneath any Real Property currently or to the Knowledge of CCE, formerly owned, operated or leased by CCE, except for inventories of such substances to be used, and wastes generated therefrom, in the ordinary course of the North American Business, except in each case as would not result in a North American Business Material Adverse Effect. With respect to any offsite disposal location used by CCE to dispose of any Hazardous Materials, to the Knowledge of CCE, there have been no Releases of Hazardous Materials on or underneath any of the Primero Subsidiaries;such location that would result in a North American Business Material Adverse Effect. (vg) neither Primero nor any of the Primero CCE and its Subsidiaries has failed and Affiliates have delivered or otherwise made available for inspection to report to the proper Governmental Entity the occurrence TCCC true, complete and correct copies of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation non-privileged reports, studies, plansanalyses, regulatory correspondence tests or monitoring possessed by CCE and similar information with respect its Subsidiaries and Affiliates pertaining to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability potential liability under any Environmental Law relating to Hazardous Materials in, on, beneath or adjacent to any Real Property currently or formerly owned, operated or leased by CCE and its Subsidiaries and Affiliates, or regarding the compliance by CCE and its Subsidiaries and Affiliates with applicable Environmental Laws, in each case relating to the North American Business or the North American Business Assets. (h) Notwithstanding any provision of this Agreement to the contrary, the representations and warranties set forth in this Section 4.21 are the sole and exclusive representations relating to Environmental Laws and environmental matters in this Agreement.

Environmental. Except as disclosed The Issuer shall, and shall cause each other Securitization Entity to, promptly notify the Control Party, the Manager, the Back-Up Manager and the Trustee, in writing, upon receipt of any written notice pursuant to which any Securitization Entity becomes aware from any source (including but not limited to a governmental entity) of any possible material liability of any Securitization Entity pursuant to any Environmental Law that could reasonably be expected to have a Material Adverse Effect. In addition, other than exceptions to any of the Primero Disclosure Letter, or to the extent following that any violation or other matter referred to in this subsection does could not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on Primero or any of Effect, the Primero SubsidiariesIssuer shall, and shall cause each other Securitization Entity to: (a) (i) Primero and the Primero Subsidiaries are and have been in compliance comply with and are not in violation of any, all applicable Environmental Laws; , (ii) Primero hold all Environmental Permits (each of which is in full force and the Primero Subsidiaries have effect) required for any of their current operations or for any property owned, leased, or otherwise operated their respective businesses at by any of them and obtain all times Environmental Permits for any intended operations when such Environmental Permits are required and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there comply with all of their Environmental Permits; and (b) undertake all investigative and remedial action required by Environmental Laws with respect to any Materials of Environmental Concern present at, on, under, in, or about any Real Estate Assets or New Real Estate Assets owned, leased or operated by the Issuer or any Securitization Entity, or at any other location (including, without limitation, any location to which Materials of Environmental Concern have been no spillssent for re-use or recycling or for treatment, releases, deposits storage or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, disposal) which could reasonably be expected to (i) give rise to liability of the Issuer or any Securitization Entity under any applicable Environmental Law or otherwise result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating costs to the business or assets of Primero Issuer or any of Securitization Entity, (ii) interfere with the Primero Subsidiaries; Issuer’s or any Securitization Entity’s continued operations or (viii) neither Primero nor any of impair the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence fair saleable value of any event which is required to be so reported Real Estate Assets or New Real Estate Assets owned by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, Issuer or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSecuritization Entity.

Environmental. Except as disclosed in the Primero Pembina Disclosure Letter, or Letter and to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero knowledge of Pembina: (i) none of Pembina or any of the Primero Subsidiaries: (i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not is in violation of any, any Environmental Laws; Laws in any material respect; (ii) Primero each of Pembina and its Subsidiaries has all permits, authorizations and approvals required under any applicable Environmental Laws to operate the Primero Subsidiaries have operated Relevant Business of Pembina and are in material compliance with their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of Pembina or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero nor has Pembina or any of the Primero its Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws which remain open or outstanding; (iv) there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Law against Pembina or any of its Subsidiaries, and Pembina has reasonably concluded that there are no facts or from Primero assets or operations, circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsliens, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings; and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor Pembina has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business Pembina and operations of Primero or any of the Primero its Subsidiaries following the Effective Date; (viii) Primero that would be material to Pembina and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.

Environmental. Except (A) Landlord warrants that, to the best of its knowledge, there is no Hazardous Substances (as disclosed defined below) in or around the Premises. Tenant covenants to commit no act of waste and to take good care of the Premises and the fixtures and appurtenances thereon, and shall, in the Primero Disclosure Letteruse and occupancy of the Premises comply with all present and future laws, or to orders and regulations of the extent that any violation or other matter referred to in this subsection does notfederal, individually or in the aggregate, have a Material Adverse Effect on Primero state and municipal governments or any of their departments affecting the Primero Subsidiaries:Premises and with any and all environmental requirements resulting from the Tenant’s use of the Premises. This covenant shall survive the expiration or sooner termination of this Lease. With respect to Hazardous Substances and/or environmental laws, Landlord shall make all necessary repairs to the Premises and to the Common Areas, to include but not be limited to, repairs to all Improvements outside of the Building, including to the parking lot, sidewalks, landscaped areas, the roof, windows and other structural portions of the Building and to the Building systems (including the heating, ventilating and air conditioning, electrical and plumbing lines) unless said systems service only the Premises, except where the repair has been made necessary by misuse or neglect by Tenant or Tenant’s agents, servants, visitors or licensees, in which event Landlord shall nevertheless make the repair but Tenant shall pay to Landlord, as Additional Rent, within thirty (30) days after demand including reasonable supporting documentation, the reasonable and actual cost therefor (net of any insurance proceeds which Landlord may receive on account of such repair). Landlord shall comply with all present and future laws, orders and regulations of the federal, state and municipal governments or any of their departments affecting Hazardous Substances in the Common Areas, except where the need for such compliance has been made necessary by the specific manner of Tenant’s use, in which case Landlord shall effect the compliance but Tenant shall pay to Landlord, as Additional Rent, immediately upon demand, the costs thereof. (iB) Primero Tenant acknowledges the existence of environmental laws, rules and regulations. Tenant shall comply with any and all such laws, rules and regulations. (C) Tenant agrees not to generate, store, manufacture, refine, transport, treat, dispose of, or otherwise permit to be present on or about the Primero Subsidiaries are Premises, any Hazardous Substances. As used herein, “Hazardous Substances” shall be defined as any “hazardous chemical,” “hazardous substance” or similar term as defined in the Comprehensive Environmental Responsibility Compensation and Liability Act, as amended (42 U.S.C. 9601, et seq.), the New Jersey Environmental Cleanup Responsibility Act, as amended, N.J.S.A. 13:1K-6 et seq. and/or the Industrial Site Recovery Act (“ISRA”), the New Jersey Spill Compensation and Control Act, as amended, N.J.S.A. 58:10-23.11b, et seq., any rules or regulations promulgated thereunder, or in any other applicable federal, state or local law, rule or regulation dealing with environmental protection. Hazardous Substances shall not include office supplies, cleaning supplies, and other similar supplies and materials used in the ordinary course of Tenant’s business. It is understood and agreed that the provisions contained in this Section shall be applicable notwithstanding the fact that any substance shall not be deemed to be a Hazardous Substance at the time of its use by the Tenant but shall thereafter be deemed to be a Hazardous Substance. (D) In the event Tenant fails to comply with any governmental law relating to Hazardous Substances applicable to Tenant as of the termination or sooner expiration of the Lease and as a consequence thereof Landlord is unable to rent the Demised Premises, then the Landlord shall treat the Tenant as one who has not removed at the end of its Term, and thereupon be entitled to all remedies against the Tenant provided by law in that situation including a monthly rental of one hundred fifty (150%) percent of the Basic Rent for the last month of the Term of this Lease or any renewal term (plus any Additional Rents), payable in advance on the first day of each month, until such time as Tenant provides Landlord with a negative declaration or confirmation that any required clean-up plan has been successfully completed. (E) Tenant agrees to defend, indemnify and hold harmless Landlord and each mortgagee of the Premises from and against any and all liabilities, damages, claims, losses, judgments, causes of action, costs and expenses (including the reasonable fees and expenses of counsel) which may be incurred by the Landlord or any such mortgagee or threatened against Landlord or such mortgagee, relating to or arising out of any breach by Tenant of the undertakings set forth in this Section, said indemnity to survive the Lease expiration or sooner termination. (F) Notwithstanding anything contained herein to the contrary, Tenant shall have no responsibility for any cost or expense for any Hazardous Substance or environmental condition caused or created by Landlord or Landlord’s agents, employees or contractors, or determined to have been in compliance with existence at the Premises prior to the Commencement Date of this Lease. Landlord agrees to defend, indemnify and are not in violation of anyhold harmless Tenant from and against any and all liabilities, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demandsdamages, claims, instructionslosses, directions judgments, causes of action, costs and expenses (including the reasonable fees and expenses of counsel, environmental cleanup costs, administrative and remediation costs, fines and penalties levied or notices have been issued and remain outstanding assessed by any Governmental Entity pursuant to any Environmental Laws, whether the NJDEP or not have the force of law, relating other state or federal administrative agencies having jurisdiction with respect to the business or assets of Primero or any of the Primero Subsidiaries; (vDemised Premises) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to may be so reported incurred by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Tenant as a result of said pre-existing Hazardous Substance or pre-existing condition of continued compliance with any Environmental Lawscaused or created by Landlord, Landlord’s agents, employees or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred contractors. Tenant agrees to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in notify Landlord immediately upon the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment discovery of any such Environmental Approvals, pre-existing Hazardous Substance or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsenvironmental condition.

Environmental. Except as disclosed in the Primero New Gold Public Disclosure LetterDocuments: (i) New Gold and each of its Subsidiaries has been and is operated in compliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental LawsNew Gold; (ii) Primero all material Environmental Approvals which are necessary under any applicable Environmental Law for the ownership and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, operation by Primero New Gold or any of its Subsidiaries of the Primero Subsidiariesreal property, assets, mines and other facilities owned or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding used by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero New Gold or any of the Primero Subsidiaries; (v) neither Primero nor any its Subsidiaries and all of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero properties related thereto have been duly obtained, made or taken and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Approvals or appeal, or to the knowledge of New Gold, any pending or threatened legal or administrative proceedings, and neither Primero there are to the knowledge of New Gold, no proposals to amend, revoke or replace such material Environmental Approvals; (iii) New Gold’s properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. Neither New Gold nor any of its Subsidiaries nor, to the Primero Subsidiaries knowledge of New Gold, any other person in control of any of New Gold’s properties, has received caused or permitted the Release of any notification Hazardous Substances at, in, on, under or from any Governmental Entity pursuant to any Environmental Laws that any workNew Gold properties, undertakingexcept in compliance, studyindividually or in the aggregate, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any all Environmental Laws, except to the extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of New Gold’s properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any of New Gold’s properties, except in material compliance with all Environmental Approvals issued pursuant thereto, or Laws and except to the extent that any Environmental Approvals referred to above are about failures to be reviewed, made subject in compliance would not reasonably be expected to limitation or conditions, revoked, withdrawn or terminatedhave a Material Adverse Effect on New Gold; (viiiv) there are no changes in neither New Gold nor any of its Subsidiaries nor any other person for whose actions New Gold or any Subsidiary of New Gold may be partially or wholly liable, has treated or disposed, or arranged for the statustreatment or disposal, terms or conditions of any Environmental Approvals held Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; Entity; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixii) to the knowledge of PrimeroNew Gold, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the Primero subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against New Gold or any of its Subsidiaries. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold or its Subsidiaries are is listed or, to the knowledge of New Gold, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor its Subsidiaries nor any other person for whose actions New Gold or any of its Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any past of New Gold’s properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or present factdamage to other property, condition except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or circumstance that could (ii) would reasonably be expected to result in imposition of a lien, charge or other encumbrance or the expropriation on any of its properties or the assets of New Gold or its Subsidiaries; and (vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to New Gold and except as disclosed by New Gold in the New Gold Public Disclosure Documents, neither New Gold nor any of its Subsidiaries has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. Except as disclosed in the Primero Northgate Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Northgate or any of the Primero Northgate Subsidiaries: (i) Primero Northgate and the Primero Northgate Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero Northgate and the Primero Northgate Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Northgate or any of the Primero Subsidiaries, Northgate Subsidiaries or from Primero Northgate’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Northgate or any of the Primero Northgate Subsidiaries; (v) neither Primero Northgate nor any of the Primero Northgate Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero Northgate and the Primero Northgate Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Northgate nor any of the Primero Northgate Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Northgate or any of the Primero Northgate Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Northgate or any of the Primero Northgate Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all there are no material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and (ix) to the knowledge of PrimeroNorthgate, none of Primero Northgate and the Primero Northgate Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed (i) Each of Agnico Eagle and the Agnico Eagle Material Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Agnico Eagle. (ii) Primero (A) To Agnico Eagle’s knowledge, the Agnico Eagle Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Osisko; (B) none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Agnico Eagle Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Agnico Eagle Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws; in such compliance would not be reasonably likely to have a Material Adverse Effect on Agnico Eagle; and (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixD) to the knowledge of PrimeroAgnico Eagle, none of Primero there are no Hazardous Substances at, in, on, under or migrating from any Agnico Eagle Property, except in material compliance with all Environmental Laws and except to the Primero Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle. (iii) To the knowledge of Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Agnico Eagle or a Agnico Eagle Material Subsidiary. To the knowledge of Agnico Eagle, no site or facility now or previously owned, operated or leased by Agnico Eagle or a Agnico Eagle Material Subsidiary is listed or, to the knowledge of Agnico Eagle, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Agnico Eagle Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Agnico Eagle; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Agnico Eagle Properties or the assets of Agnico Eagle or a Agnico Eagle Material Subsidiary. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Agnico Eagle, none of Agnico Eagle or the Agnico Eagle Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. Except as disclosed (i) Each of Yamana and the Yamana Material Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Yamana. (ii) Primero (A) To Yamana’s knowledge, the Yamana Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Osisko; (B) none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Yamana Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Yamana Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws; in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; and (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixD) to the knowledge of PrimeroYamana, none of Primero there are no Hazardous Substances at, in, on, under or migrating from any Yamana Property, except in material compliance with all Environmental Laws and except to the Primero Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Yamana. (iii) To the knowledge of Yamana, none of Yamana or the Yamana Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Regulatory Authority; (B) proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Regulatory Authority that creates the reasonable potential for any proceeding, action, or other claim against Yamana or a Yamana Material Subsidiary. To the knowledge of Yamana, no site or facility now or previously owned, operated or leased by Yamana or a Yamana Material Subsidiary is listed or, to the knowledge of Yamana, is proposed for listing on any list issued by any Regulatory Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Yamana, none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Yamana Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Yamana; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Yamana Properties or the assets of Yamana or a Yamana Material Subsidiary. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Yamana, none of Yamana or the Yamana Material Subsidiaries has received from any person or Regulatory Authority any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. (a) Except as disclosed set forth on Part 3.18(a) of the Disclosure Schedule, each of the Acquired Companies has complied and is, and since January 1, 2013, has been, in compliance, in each case in all material respects, with all Environmental, Health, and Safety Requirements. (b) Except as set forth on Part 3.18(b) of the Primero Disclosure LetterSchedule, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregateAcquired Companies have obtained, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero complied with and the Primero Subsidiaries are and have been in compliance with all Governmental Authorizations and other authorizations that are not in required pursuant to Environmental, Health, and Safety Requirements for the occupation of the facilities of the Acquired Companies and the operation of the Business. (c) None of the Acquired Companies nor any of their Affiliates has received any written or, to the knowledge of Seller, oral notice, report or other information regarding any actual or alleged violation of anyEnvironmental, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesHealth, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseSafety Requirements, or any municipal liabilities or other sewer potential liabilities (whether accrued, absolute, contingent, unliquidated or drain or drinking or water systemsotherwise), by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could that would reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant liability to any Environmental LawsAcquired Company, whether including any investigatory, remedial or not have the force of lawcorrective obligations, relating to the business or assets of Primero or any of the Primero Subsidiaries;them or their current or former facilities arising under Environmental, Health, and Safety Requirements. (vd) neither Primero nor any None of the Primero Subsidiaries Acquired Companies has failed treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled or released any substance, including any Hazardous Substance, or owned or operated any property or facility in a manner that has given or would be expected to report give rise to the proper Governmental Entity the occurrence of material liabilities, including any event which is required to be so reported by any Environmental Laws; (vi) Primero material liability for investigation costs, response costs, remedial costs, corrective action costs, personal injury, property damage, natural resources damages or attorney and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses consultant fees and the ownership and use including rehabilitation of their respective assetscosts, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any workCERCLA, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Lawsamended, or any Environmental Approvals issued pursuant theretoother Environmental, or that any Environmental Approvals referred to above are about to be reviewedHealth, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSafety Requirements.

Environmental. Except as disclosed in the Primero EFI Public Disclosure LetterDocuments or in the EFI Disclosure Memorandum: (i) EFI and each EFI Material Subsidiary has been and is operated in compliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental LawsEFI; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of material Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, Approvals which could reasonably be expected to result in Liability are necessary under any applicable Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and Law for the ownership and use including rehabilitation operation by EFI and each EFI Material Subsidiary of their respective the real property, assets, mines and other facilities owned or used by EFI and each EFI Material Subsidiary and all such Environmental Approvals of the properties related thereto have been duly obtained, made or taken and are in full force and effect, and neither Primero nor are not subject to further Environmental Approvals or appeal, or to the knowledge of EFI, any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant pending or threatened legal or administrative proceedings, will not be subject to any requirements under Environmental Laws that any workfor amendment, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Lawsreplacement, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such further Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with based on the execution or delivery of this Agreement, Agreement or the consummation of the transactions contemplated herein Arrangement, and to the knowledge of EFI, no proposals have been made to amend, revoke or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Datereplace such material Environmental Approvals; (viiiiii) Primero EFI’s and the Primero Subsidiaries EFI Material Subsidiaries’ properties have made available not been used by EFI or any EFI Material Subsidiary, or to Northgate the knowledge of EFI, any other person previously or currently in control of EFI’s and the EFI Material Subsidiaries’ properties, to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material auditsrespects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on EFI. None of EFI, assessmentsany EFI Material Subsidiary, investigation reportsnor, studiesto the knowledge of EFI, plansany other person in control of any of EFI’s and the EFI Material Subsidiaries’ properties, regulatory correspondence has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any of EFI’s and similar information the EFI Material Subsidiaries’ properties, except in compliance, individually or in the aggregate, with respect all Environmental Laws, except to environmentalthe extent that a failure to be in such compliance would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, health all Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of EFI’s and safety matters; andthe EFI Material Subsidiaries’ properties have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, there are no Hazardous Substances at, in, on, under or migrating from any of EFI’s and the EFI Material Subsidiaries’ properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on EFI; (ixiv) None of EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable, has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (i) listed on any list of hazardous sites, or sites requiring Remedial Action issued by any Governmental Entity, or to EFI’s knowledge, any similar federal or state lists; (ii) to the knowledge of PrimeroEFI, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against EFI or any EFI Material Subsidiary, except to the extent that any enforcement action would not reasonably be expected to have a Material Adverse Effect on EFI. To the knowledge of EFI, no site or facility now or previously owned, operated or leased by EFI or any EFI Material Subsidiary is listed or, to the knowledge of EFI, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or similar federal or state lists, or is the subject of Remedial Action; (v) except to the extent that would not reasonably be expected to have a Material Adverse Effect on EFI, none of Primero and EFI, any EFI Material Subsidiary nor any other person for whose actions EFI or any EFI Material Subsidiary may be partially or wholly liable has caused or permitted the Primero Subsidiaries are subject Release of any Hazardous Substances on or to any past of EFI’s and EFI Material Subsidiaries’ properties in such a manner as: (i) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or present factdamage to other property, condition except to the extent that such Liability would not to the knowledge of EFI have a Material Adverse Effect on EFI; or circumstance that could (ii) would reasonably be expected to result in imposition of an Encumbrance or the expropriation on any of the properties or the assets of EFI or any EFI Material Subsidiary; and (vi) except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to EFI, EFI has not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action, enforcement, order, or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. Except as disclosed in the Primero Disclosure LetterEach Borrower will, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any and will cause each of the Primero Subsidiariesits Subsidiaries to: (ia) Primero and Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the Primero Subsidiaries are and have been in compliance with and are not in violation of any, obligations or liability evidenced by such Environmental Laws;Liens, (iib) Primero Comply, in all material respects, with Environmental Laws and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed provide to Agent documentation of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;such compliance which Agent reasonably requests, (iiic) there have been no spillsPossess all material authorizations (including without limitation all permits, releasesapprovals, deposits or discharges of pollutants or hazardous or toxic substanceslicenses, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisefilings, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or registrations) from Primero assets or Governmental Authorities required under Environmental Law to conduct such Borrowers’ ethanol production operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all maintain such Environmental Approvals are authorizations in full force and effect, and neither Primero nor operate in material compliance with all such authorizations, (d) Promptly notify Agent of any Release of Hazardous Materials in any quantity that would require reporting to a Governmental Authority under Environmental Laws from or at property or assets owned or operated by Parent or its Subsidiaries, providing Agent with copies of any and all reports, assessments, or other documentation relating to such release, (e) Promptly undertake any Remedial Actions required to be taken under Environmental Law in the event of any material Release or threat of a material Release of Hazardous Materials that occurs within or otherwise impacts property owned or operated by Parent or its Subsidiaries, providing Agent with copies of any and all reports, assessments, or other documentation relating to such Release, and (f) Promptly, but in any event within 5 Business Days of its receipt thereof, provide Agent with written notice received by any Borrower or any of its Subsidiaries of any of the Primero Subsidiaries following: (i) notice that an Environmental Lien has received been filed against any notification from any Governmental Entity pursuant to any Environmental Laws that any workof the real or personal property of Parent or its Subsidiaries, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (viiii) there are no changes in the status, terms or conditions commencement of any Environmental Approvals held by Primero Action or written notice that an Environmental Action will be filed against Parent or its Subsidiaries, and (iii) written notice of a violation, citation, or other administrative order from a Governmental Authority relating to Parent’s or any of the Primero Subsidiaries or any renewalits Subsidiaries’ compliance with Environmental Law, modification, revocation, reassurance, alteration, transfer, restriction or amendment providing Agent with copies of any and all documentation relating to such notices or Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsActions.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero AuRico or any of the Primero AuRico Subsidiaries: (i) Primero AuRico and the Primero AuRico Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero AuRico and the Primero AuRico Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero AuRico or any of the Primero Subsidiaries, AuRico Subsidiaries or from Primero AuRico’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero AuRico or any of the Primero AuRico Subsidiaries; (v) neither Primero AuRico nor any of the Primero AuRico Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero AuRico and the Primero AuRico Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero AuRico nor any of the Primero AuRico Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero AuRico or any of the Primero AuRico Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero AuRico or any of the Primero AuRico Subsidiaries following the Effective Date; (viii) Primero AuRico and the Primero AuRico Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and (ix) to the knowledge of PrimeroAuRico, none of Primero AuRico and the Primero AuRico Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesRichmont: (i) Primero Richmont and the Primero Richmont Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero Richmont and the Primero Richmont Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Richmont or any of the Primero SubsidiariesRichmont Subsidiaries or at, to or from Primero Richmont’s or any of the Richmont Subsidiaries’ assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Richmont or any of the Primero Richmont Subsidiaries; (v) neither Primero Richmont nor any of the Primero Richmont Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero Richmont and the Primero Richmont Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Richmont nor any of the Primero Richmont Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Richmont or any of the Primero Richmont Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Richmont or any of the Primero Richmont Subsidiaries following the Effective Date; (viii) Primero Richmont and the Primero Richmont Subsidiaries have made available to Northgate Alamos all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and (ix) to the knowledge of PrimeroRichmont, none of Primero Richmont and the Primero Richmont Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except With respect to each item of Underlying Collateral as disclosed of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower, except as expressly provided in the Primero Disclosure LetterLoan Asset Schedule for such Portfolio Asset prior to such Cut-Off Date: (i) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, the Borrower has not received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral. (bb) Anti-Terrorism Laws and Sanctions / International Trade Law Compliance / Anti-Money Laundering Laws. As of the date of this Agreement and each Payment Date and at all times until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full in cash, that: (i) no Borrower Covered Entity (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; (C) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; or (D) engages in any dealings or transactions prohibited by any Anti-Terrorism Laws and Sanctions or Anti-Corruption Laws; (ii) the proceeds of this Agreement will not be used, directly or knowingly indirectly, by the Borrower, or to the extent that Borrower’s knowledge by any violation other Person, to fund any operations in, finance any investments or other matter referred to in this subsection does notactivities in, individually or, make any payments to, a Sanctioned Country or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not Sanctioned Person in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; any Applicable Law; (iii) there have been no spillsthe funds used to pay the Calculation Agent, releasesto the extent received from the Borrower, deposits or discharges of pollutants or hazardous or toxic substancesare not directly or, contaminants or wastes into the earthknowingly, air or into indirectly derived from any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated unlawful activity; and remedied in compliance with Environmental Laws; (iv) to the Borrower’s knowledge, the Borrower Covered Entity is in compliance with, and no ordersBorrower Covered Entity directly or knowingly indirectly engages in any dealings or transactions prohibited by, notificationsany Anti-Terrorism Laws and Sanctions, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Anti-Corruption Laws, whether or not have Anti-Money Laundering Laws. The Borrower covenants and agrees that it shall promptly notify the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity Calculation Agent in writing upon the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Reportable Compliance Event with respect to environmentalthe Borrower Covered Entity, health and safety matters; and (ix) except to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsextent such notice is prohibited by Applicable Law.

Environmental. Except as disclosed set forth in Section 3.14 of the Primero Disclosure LetterSchedule: (a) To the Knowledge of the Acquired Companies, or to no Hazardous Materials are present on any Business Facility in violation of any applicable Environmental Law and no release of any Hazardous Materials by the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Acquired Company or any of its Subsidiaries in violation of Environmental Law at or from any Business Facility has occurred. (b) The Acquired Companies and their Subsidiaries are in compliance in all material respects with all Environmental Laws applicable to the Primero operation of any Business Facility including all Hazardous Materials Activities. The Hazardous Materials Activities of any of the Acquired Companies and any of their Subsidiaries prior to the Closing have not resulted in the exposure of any Person or property to Hazardous Materials in a manner which has caused or could reasonably be expected to result in any material liability to any of the Acquired Companies or any of their Subsidiaries:. (c) The Acquired Companies and their Subsidiaries have not arranged for off-site disposal of any Hazardous Materials except by carriers with identification numbers issued by the Environmental Protection Agency and at Disposal Sites maintaining valid permits under applicable Environmental Law. There are no underground storage tanks or related piping, active or abandoned, at any Leased Real Property in a condition that as of the Closing Date requires pursuant to any Environmental Law any remedial action by any Acquired Company or any Subsidiary of an Acquired Company pursuant to any Environmental Law, whether or not discovered as of the Closing Date or the subject of a current notice, claim or government investigation as of the Closing Date. (d) None of the Acquired Companies or any of their Subsidiaries have received as of the date of this agreement (i) Primero and any written notice alleging that any of them has not complied in any material respect with applicable Environmental Laws in a manner that would reasonably be expected to result in a material liability to any Acquired Company or its Subsidiaries, and, to the Primero Subsidiaries Knowledge of the Acquired Companies, there are and have been in compliance with and are not in violation of any, Environmental Laws; no facts existing that reasonably would give rise to such a notice or (ii) Primero any written notice, demand, claim or request for information alleging that any Acquired Company or any of its Subsidiaries may be in violation of, liable under or have obligations under any Environmental Law or subject to any other environmental liability. (e) Each of the Acquired Companies and each of their Subsidiaries has and is in material compliance with all material Environmental Permits required to conduct their businesses, including the Primero Subsidiaries have operated their respective businesses at all times Acquired Businesses, in the ordinary course of business consistent with past practice and have generated, received, handled, used, stored, treated, shipped a complete and disposed accurate list of all contaminantssuch Environmental Permits is set forth in Section 3.14(e) of the Disclosure Schedule. No material action, wastesproceeding, and hazardous and toxic substances without violation revocation proceeding, procedure, writ, injunction or claim is pending, or, to the Knowledge of the Acquired Companies, threatened, concerning or relating to any Environmental Laws; (iii) there have been no spills, releases, deposits Permit or discharges any Hazardous Materials Activity of pollutants any of the Acquired Companies or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisetheir Subsidiaries, or any municipal Business Facility. No Environmental Permit shall be subject to revocation, termination prior to its normal expiration date or other sewer non-renewal pursuant to its terms as a result of this Agreement or drain or drinking or water systems, by Primero or any the consummation of the Primero Subsidiariestransactions contemplated hereby. (f) The Acquired Companies and their Subsidiaries are not aware of any fact or circumstance, or from Primero assets or operations, which could result in any environmental liability which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have an Acquired Company Material Adverse Effect. None of the force of law, relating to the business or assets of Primero Acquired Companies or any of the Primero Subsidiaries; (v) neither Primero nor their Subsidiaries have entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to liabilities arising out of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions Hazardous Materials Activities of any Environmental Approvals held by Primero Acquired Company, any Subsidiary of an Acquired Company or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that other Person as could reasonably be expected to result in Liability under a material liability to any Environmental Lawsof the Acquired Companies or any of their Subsidiaries. (g) The Acquired Companies have Made Available to Purchaser or its agents, representatives and employees all material environmental audits, compliance assessments or any environmental or health and safety reports of any Business Facility conducted at the request of, or otherwise in the possession of any of the Acquired Companies or any of their Subsidiaries. (h) This Section 3.14 shall be the exclusive representation and warranty in respect of environmental matters.

Environmental. Except Other than as disclosed in the Primero Silvermex Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero each of Silvermex and the Primero Silvermex Material Subsidiaries are and have been has operated in material compliance with and are not in violation of any, all applicable Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex; (ii) Primero the Silvermex Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex. None of Silvermex, the Silvermex Material Subsidiaries or any other person in control of any Silvermex Property has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Silvermex Property, except in material compliance with all Environmental Laws and except to the extent that same would not be reasonably likely to have operated their respective businesses at all times and have generated, received, a Material Adverse Change or Effect on Silvermex. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Silvermex Properties have been handled, shipped recycled, disposed of, treated and disposed of stored in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws, except to the extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex. To the knowledge of Silvermex, there are no Hazardous Substances at, in, on, under or migrating from Silvermex Properties, except in compliance with all Environmental Laws and except to the extent that same would not be reasonably likely to have a Material Adverse Change or Effect on Silvermex; (iii) there have been no spillsto the knowledge of Silvermex, releasesnone of Silvermex, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, Silvermex Material Subsidiaries or any municipal other person for whose actions Silvermex or other sewer a Silvermex Material Subsidiary may be partially or drain wholly liable has caused or drinking permitted the Release of any Hazardous Substances on or water systems, by Primero or to any of the Primero SubsidiariesSilvermex Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or from Primero assets damage to other property, except to the extent that such Liability would not have a Material Adverse Change or operations, which could Effect on Silvermex; or (ii) would be reasonably be expected likely to result in Liability under imposition of a lien, charge or other encumbrance or the expropriation on any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsof the Silvermex Properties or the assets of any of Silvermex or the Silvermex Material Subsidiaries; (iv) no ordersto the knowledge of Silvermex, notificationsnone of Silvermex, directivesthe Silvermex Material Subsidiaries or any other person for whose actions Silvermex or a Silvermex Material Subsidiary may be partially or wholly liable, demandshas treated or disposed, claimsor arranged for the treatment or disposal, instructionsof any Hazardous Substances at any location: (i) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (ii) to the knowledge of Silvermex, directions or notices have been proposed for listing on any list issued and remain outstanding by any Governmental Entity pursuant to of hazardous sites or sites requiring Remedial Action, or any Environmental Lawssimilar federal, whether state or not have provincial lists; or (iii) that is the force subject of lawenforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, relating to the business action, or assets of Primero other claim against Silvermex or any of the Primero Silvermex Material Subsidiaries. No site or facility now or, to the knowledge of Silvermex, previously owned, operated or leased by Silvermex or any of the Silvermex Material Subsidiaries is listed or, to the knowledge of Silvermex, proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action; (v) neither Primero nor any none of the Primero Subsidiaries Silvermex Properties has failed to report to the proper Governmental Entity the occurrence of any event which or is required to be so reported by have any deed notices or restrictions, institutional controls, covenants that run with the land or other restrictive covenants or notices arising under any Environmental Laws; (vi) Primero and none of Silvermex or the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Silvermex Material Subsidiaries has received any notification from notice, formal or informal, of any Governmental Entity pursuant to any Environmental Laws that any workproceeding, undertaking, study, report, assessment, repairs, constructions action or other expenditures are required to be made by it as a condition of continued compliance with claim, Liability or potential Liability arising under any Environmental Laws, from any person related to any of the Silvermex Properties which is pending as of the date hereof, except to the extent same would not have a Material Adverse Change or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;Effect on Silvermex; and (vii) there Silvermex has made available to Genco a copy of all environmental or occupational health and safety audits, orders, prosecutions, evaluations, assessments, tests, reports and studies related to any of the Silvermex Properties which are no changes in the status, terms or conditions possession of any Environmental Approvals held by Primero Silvermex or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSilvermex Material Subsidiaries.

Environmental. Except as disclosed in the Primero Disclosure Letter, (i) Keep any property either owned or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero operated by it or any of the Primero Subsidiaries: (i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation free of any, any Environmental Laws; Liens; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesmaterially comply, and hazardous cause each of its Subsidiaries to materially comply, with all Environmental Laws and toxic substances without violation provide to the Collateral Agent any documentation of such compliance required to be maintained pursuant to Environmental Laws; Laws which the Required Lenders may reasonably request; (iii) there have been no spills, releases, deposits provide the Agents written notice within five (5) days of any Release of a Hazardous Material in excess of any reportable quantity from or discharges of pollutants onto property at any time owned or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, operated by Primero it or any of the Primero Subsidiaries, or from Primero assets or operations, its Subsidiaries which could reasonably be expected to result in Liability have a Material Adverse Effect and take any Remedial Actions required under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; Laws to ▇▇▇▇▇ said Release; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have provide the Agents with written notice within 10 days of the receipt of any of the following: (A) notice that an Environmental Lien has been issued and remain outstanding by filed against any Governmental Entity pursuant to property of any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Loan Party or any of the Primero its Subsidiaries; ; (vB) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions commencement of any Environmental Approvals held by Primero Action or notice that an Environmental Action will be filed against any Loan Party or any of the Primero Subsidiaries its Subsidiaries; and (C) notice of a violation, citation or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that other administrative order which could reasonably be expected to result have a Material Adverse Effect; and (v) engage a third party, acceptable to the Required Lenders, to audit, on or within 10 days prior to each of the first anniversary of the Effective Date, the second anniversary of the Effective Date and the third anniversary of the Effective Date, each applicable Loan Party's established compliance programs at the Significant Permit Areas as of such date (each such audit, a "Compliance Audit"); provided that each Compliance Audit shall (A) be in Liability under form and substance reasonably satisfactory to the Collateral Agent, (B) include recommended and reasonably appropriate best management practices to sustain compliance with Environmental Laws and an implementation schedule for such compliance and (C) be furnished to each Agent and each Lender within 5 days after the completion of such Compliance Audit; and provided, further, that, unless otherwise agreed to by the Required Lenders, on or around the dates that are 3 months after the completion of each Compliance Audit and 6 months after the completion of each Compliance Audit, the Collateral Agent shall have received evidence, in form and substance satisfactory to the Required Lenders, that each applicable Loan Party has adopted any Environmental Lawssuch recommended and reasonably appropriate best management practices in accordance with the implementation schedule recommended in such Compliance Audit.

Environmental. (i) Except as disclosed described in the Primero Agrium Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does Documents and except as would not, individually or in the aggregate, result in a Material Adverse Effect on Agrium: (1) Agrium is not in violation of any Environmental Laws; (2) Agrium has all permits, authorizations and approvals required under any applicable Environmental Laws and is in compliance with requirements thereof; (3) there are no pending or, to the knowledge of Agrium, threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of noncompliance or violation, investigations or proceedings against Agrium relating to any Hazardous Substances or Environmental Laws; and (4) to the knowledge of Agrium, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting Agrium relating to Hazardous Substances or any Environmental Laws. (ii) In the ordinary course of its business, Agrium periodically reviews the effect of Environmental Laws on the business operations and properties of Agrium, in the course of which it identifies and evaluates associated costs and liabilities (including any capital or operating expenditures required for clean-up, rehabilitation, reclamation and closure of properties or compliance with Environmental Laws, or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review, Agrium has reasonably concluded that such associated costs and liabilities that have not been accounted for would not, singly or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Agrium. (iii) there have been no spillsExcept as described in the Agrium Disclosure Documents and except as would not, releasesindividually or in the aggregate, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Lawa Material Adverse Effect on Agrium, that have not been reported, mitigated and remedied in compliance with Environmental Laws;Agrium has: (iv1) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have posted the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence full amount of any event which is mine reclamation and rehabilitation financial assurance required to be so reported by applicable Laws and any Environmental Laws; (vi) Primero permits, authorizations and the Primero Subsidiaries hold all Environmental Approvals required under approvals and does do not anticipate any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes material increase in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity amount of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety mattersfinancial assurance; and (ix2) to the knowledge of Primerocompleted all progressive mine reclamation and rehabilitation required by applicable Laws and any permits, none of Primero authorizations and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.approvals;

Environmental. Except as disclosed by Peak in the Primero Peak Disclosure LetterMemorandum: (i) Peak and each of the Peak Subsidiaries is and has been operated in compliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Peak. (ii) Primero The Peak Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on Peak. Neither Peak nor the Peak Subsidiaries or, to the knowledge of Peak or any other person in control of any Peak Property, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Peak Property, except in compliance, individually or in the aggregate, with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have operated their respective businesses at all times and have generated, received, a Material Adverse Effect on Peak. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Peak Properties have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Peak. To the knowledge of Peak, there are no Hazardous Substances at, in, on, under or migrating from any Peak Property, except in material compliance with all contaminants, wastes, Environmental Laws and hazardous and toxic substances without violation of Environmental Laws;except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Peak. (iii) there have been no spillsNeither Peak nor the Peak Subsidiaries or any other person for whose actions Peak or any Peak Subsidiary may be partially or wholly liable, releases, deposits has treated or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisedisposed, or arranged for the treatment or disposal, of any municipal Hazardous Substances at any location: (i) listed on any list of hazardous sites or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been sites requiring Remedial Action issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; Entity; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixii) to the knowledge of PrimeroPeak, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the Primero subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Peak or any of the Peak Subsidiaries. To the knowledge of Peak, no site or facility now or previously owned, operated or leased by Peak or any of the Peak Subsidiaries are is listed or, to the knowledge of Peak, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (iv) Except to any past or present fact, condition or circumstance the extent that could would not reasonably be expected to have a Material Adverse Effect on Peak, neither Peak nor the Peak Subsidiaries nor any other person for whose actions Peak or any Peak Subsidiary may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the Peak Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Peak; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the Peak Properties or the assets of Peak or the Peak Subsidiaries. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Peak and except as disclosed by Peak, neither Peak nor the Peak Subsidiaries has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. Except as disclosed by New Gold: (i) The New Gold Properties have been operated in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;New Gold. (ii) Primero The New Gold Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries extent that such non-compliance would not reasonably be expected to have operated their respective businesses at a Material Adverse Effect on New Gold. Neither New Gold, nor, to the knowledge of New Gold, any other person in control of any New Gold Property, has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any New Gold Property, except in compliance, individually or in the aggregate, with all times and Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have generated, received, a Material Adverse Effect on New Gold. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the New Gold Properties have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on New Gold. To the knowledge of New Gold, there are no Hazardous Substances at, in, on, under or migrating from any New Gold Property, except in material compliance with all contaminants, wastes, Environmental Laws and hazardous and toxic substances without violation of Environmental Laws;except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on New Gold. (iii) there have been no spillsNeither New Gold nor any other person for whose actions New Gold may be partially or wholly liable, releases, deposits has treated or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisedisposed, or arranged for the treatment or disposal, of any municipal Hazardous Substances at any location: (i) listed on any list of hazardous sites or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been sites requiring Remedial Action issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; Entity; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixii) to the knowledge of PrimeroNew Gold, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the Primero Subsidiaries are subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against New Gold. To the knowledge of New Gold, no site or facility now or previously owned, operated or leased by New Gold is listed or, to the knowledge of New Gold, is proposed for listing on any past list issued by any Governmental Entity of hazardous sites or present fact, condition sites requiring Remedial Action or circumstance is the subject of Remedial Action. (iv) Except to the extent that could would not reasonably be expected to have a Material Adverse Effect on New Gold, neither New Gold nor any other person for whose actions New Gold may be partially or wholly liable has caused or permitted the Release of any Hazardous Substances on or to any of the New Gold Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on New Gold; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation on any of the New Gold Properties or the assets of New Gold. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to New Gold and except as disclosed by New Gold, New Gold has not received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. Except as disclosed in the Primero KML Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Letter (i) none of KML or any of its Subsidiaries is in violation of any Environmental Laws in any material respect; (ii) each of KML and its Subsidiaries (or, to the Primero Subsidiaries: (iknowledge of KML, the operator of any KML JV that is not operated by a Subsidiary of KML) Primero has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the Primero Subsidiaries are Purchased Business as presently conducted or for the ownership and have been use of the assets forming part of the Purchased Business in compliance with all applicable Laws and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated material compliance with their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; requirements; (iii) there have been no not occurred any material spills, releasesemissions or pollution on any property of KML or its Subsidiaries as a result of their operations, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero nor has KML or any of the Primero its Subsidiaries been subject to any stop orders, control orders, clean-up orders or reclamation orders under applicable Environmental Laws that would be material to KML and its Subsidiaries, taken as a whole; (iv) to the KML’s knowledge, there are no pending administrative, regulatory or from Primero assets judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or operationsviolation, investigation or proceedings relating to any Environmental Law against KML or any of its Subsidiaries that would be material to KML and its Subsidiaries, taken as a whole, and KML has reasonably concluded that there are no facts or circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, that would be material to KML and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; taken as a whole; and (v) neither Primero nor KML has reasonably concluded that there are no costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business KML and operations of Primero or any of the Primero its Subsidiaries following the Effective Date; (viii) Primero that would be material to KML and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.

Environmental. Except as disclosed in the Primero Alamos Disclosure Letter, Letter or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesAlamos: (i) Primero Alamos and the Primero Alamos Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero Alamos and the Primero Alamos Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Alamos or any of the Primero SubsidiariesAlamos Subsidiaries or at, to or from Primero Alamos’s or any of the Alamos Subsidiaries’ assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Alamos or any of the Primero Alamos Subsidiaries; (v) neither Primero Alamos nor any of the Primero Alamos Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixvi) to the knowledge of PrimeroAlamos, none of Primero Alamos and the Primero Alamos Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that for any violation or other matter referred to in this subsection does notmatters that, individually or in the aggregate, would not have a Material Adverse Effect on Primero or any of the Primero SubsidiariesOrezone: (i) Primero all facilities and operations of Orezone and the Primero Orezone Subsidiaries are and have been conducted, and are now, in compliance with and are not in violation of any, all Environmental Laws; (ii) Primero and the Primero Essakane Property has not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws, neither Orezone nor any of the Orezone Subsidiaries have operated their respective businesses at has caused or permitted the release of any Hazardous Substances at, in, on, under or from the Essakane Property, except in compliance with all times and have generated, received, Environmental Laws; all Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Essakane Property have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws and to the knowledge of Orezone, there are no Hazardous Substances at, in, on, under or migrating from the Essakane Property except in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spillseither Orezone or one of Essakane S.A. or Essakane s.a.r.l. is in possession of all Environmental Approvals (all of which are being complied with in all material respects) required to own, releaseslease, deposits operate, develop and exploit the Essakane Property and to conduct its business as it is now being conducted or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably contemplated to be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsconducted; (iv) no ordersenvironmental, notifications, directives, demands, claims, instructions, directions reclamation or notices have been issued and remain outstanding by any Governmental Entity pursuant abandonment obligation or work orders or other liabilities presently exist with respect to any Environmental Lawsportion of the Essakane Property and, whether or not have the force of law, relating to the business knowledge of Orezone and the Orezone Subsidiaries, there is no basis for any such obligations or assets liabilities to arise in the future as a result of Primero or any of activity on the Primero SubsidiariesEssakane Property; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence knowledge of any event which is required to be so reported by any Environmental Laws; (vi) Primero Orezone and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsOrezone Subsidiaries, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no actual changes in the status, terms or conditions of any Environmental Approvals now held by Primero Orezone or any of the Primero Orezone Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction transfer or amendment of any such Environmental ApprovalsApproval, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation completion of the Arrangement or the other transactions contemplated herein or the continuation of the business of Orezone and operations of Primero or any of the Primero Orezone Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixvi) to except as disclosed by Orezone in the knowledge Orezone Disclosure Letter, neither Orezone nor any of Primerothe Orezone Subsidiaries has received from any Person or Governmental Entity any notice, none formal or informal, of Primero and the Primero Subsidiaries are subject to any past proceeding, action or present factother claim, condition liability or circumstance that could reasonably be expected to result in Liability potential liability arising under any Environmental LawsLaw that is pending.

Environmental. Except as disclosed To the best of Seller’s knowledge, without inspection or an obligation to do so, the Property (or any part of the Property) has not in the Primero Disclosure Letterpast been used for handling, storage, transportation or disposal of hazardous or toxic materials; and Seller has not used, generated, manufactured, stored or disposed of on, under or about the Property or transported to or from the Property, and there is not contained on or in any improvements on or under the Property, any flammable explosives, radioactive materials, asbestos, or any substances defined as or included in the definition of “hazardous substance”, “hazardous waste”, “hazardous materials” or “toxic substances” under any applicable federal or state laws or regulations in effect on the Effective Date or the Closing Date (collectively, the “Hazardous Materials”). With regard to the extent that any violation or other matter referred to in this subsection does notProperty, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been Seller is in compliance with and maintains compliance with all the provisions of the Federal Water Pollution Control Act, Comprehensive Environmental Response, Compensation and Liability (“Superfund”) Act of 1980, and Solid Waste Disposal Act, Florida Statutes Chapter 376, and other similar federal, state and local statutory schemes imposing liability on owners of the Property. No inspection, audit or other Investigation has been conducted or requested as to the quality of the air, surface or subsurface conditions at the Property by any party, including public agencies. Furthermore, no written, oral or other type of notice has been received indicating that any third party, including governmental agencies, proposes to carry out an inspection, audit or other investigation of the Property. To the best of Seller’s knowledge, without inspection or an obligation to do so, there is no evidence of any release of hazardous materials onto or into the Property. No warning notice, notice of violation, administrative complaint, judicial complaint or other formal or informal notice has been issued by a public agency alleging that conditions on the Property are not in violation of anyenvironmental laws, Environmental Laws; (ii) Primero and regulations, ordinances or rules. Notwithstanding the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating foregoing to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetscontrary, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the statusevent that Purchaser’s environmental audit reveals any environmental concerns or contamination, terms the Purchaser shall advise Seller about such environmental concerns or conditions of any Environmental Approvals held by Primero or any of contamination. In the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment event Seller declines to pay for the remediation of any such Environmental Approvalsmatter, or any review byPurchaser shall have the option to (a) terminate this Agreement and receive a return of its ▇▇▇▇▇▇▇ Money; or, or approval of, any Governmental Entity (b) close on the property subject to all of such Environmental Approvals that are required in connection with the execution or delivery other terms and conditions of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business Agreement and operations of Primero or to assume all costs and expenses associated with any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawssuch remediation.

Environmental. Except as disclosed (a) The operation of the Business by SilverCrest and each of the SilverCrest Subsidiaries, the property and assets owned or used by SilverCrest and the SilverCrest Subsidiaries and the use, maintenance and operation thereof have been and are in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, compliance with all Environmental Laws (except where non-compliance would not have a Material Adverse Effect on Primero in respect of SilverCrest). Each of SilverCrest and the SilverCrest Subsidiaries have complied with all reporting and monitoring requirements under all Environmental Laws (except where non-compliance would not have a Material Adverse Effect in respect of SilverCrest). Neither SilverCrest nor any of the SilverCrest Subsidiaries has received any notice of any non-compliance with any Environmental Laws or Environmental Permits, and none of SilverCrest or any of the Primero Subsidiaries: (i) Primero and the Primero SilverCrest Subsidiaries are and have been in convicted of an offence of non-compliance with and are not any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction, other than as set forth in violation Schedule 3.1.38 of anythe SilverCrest Disclosure Letter. There is no civil, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedcriminal or administrative action, receivedsuit, handleddemand, usedclaim, storedhearing, treatednotice of violation, shipped and disposed of all contaminantsinvestigation, wastesproceeding, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits notice or discharges of pollutants demand letter existing or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisepending, or any municipal to the best knowledge of SilverCrest, threatened, relating to the property or other sewer assets owned or drain or drinking or water systems, used by Primero SilverCrest or any of the Primero SilverCrest Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result relating in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant way to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any . (b) SilverCrest and each of the Primero Subsidiaries; (v) neither Primero nor any of the Primero SilverCrest Subsidiaries has failed obtained all material Environmental Permits necessary to report conduct its Business and to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero own, use and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses operate its properties and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits are in full force and effect, no appeal or other action is pending to revoke any such Environmental Permit and neither Primero the operation of the Business of SilverCrest and each of the SilverCrest Subsidiaries, the property and assets owned by SilverCrest and each of the SilverCrest Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits. To the extent required by applicable Environmental Laws, SilverCrest and each of the SilverCrest Subsidiaries has filed all applications necessary to renew or obtain any necessary permits, licenses, or authorizations in a timely fashion so as to allow it to continue to operate its Business in compliance with applicable Environmental Laws, and SilverCrest does not expect such new or renewed licenses, permits or other authorizations to include any terms or conditions that will have a Material Adverse Effect in respect of SilverCrest. (c) SilverCrest and each of the SilverCrest Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits. (d) Neither SilverCrest nor any of the Primero SilverCrest Subsidiaries has received any notification from any Governmental Entity pursuant is, and, to any Environmental Laws that any workthe knowledge of SilverCrest, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are is no changes in the status, terms or conditions of any Environmental Approvals held by Primero reasonable basis upon which SilverCrest or any of the Primero SilverCrest Subsidiaries could become, responsible for any material clean up or corrective action under any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;Laws. (viiie) Primero and the Primero Subsidiaries have made available to Northgate all material All audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; andmatters relating to SilverCrest or any of the SilverCrest Subsidiaries have been made available to First Majestic and are listed in Schedule 3.1.38 of the SilverCrest Disclosure Letter. (ixf) to the knowledge of Primero, none of Primero and the Primero Subsidiaries There are subject to any no past or present fact(or, condition to the best of SilverCrest’s knowledge, future) events, conditions, circumstances, activities, practices, incidents, actions or circumstance that could reasonably be expected plans which may interfere with or prevent compliance or continued compliance by SilverCrest and each of the SilverCrest Subsidiaries with the Environmental Laws as in effect on the date hereof or which may give rise to result in Liability any liability under any the Environmental Laws, or otherwise form the basis of any claim, action, demand, suit, proceeding, hearing, notice of violation, study or investigation, based on or related to the manufacture, generation, processing, distribution, use, treatment, storage, disposal, transport or handling, or the Release or threatened Release into the indoor or outdoor environment by SilverCrest or any of the SilverCrest Subsidiaries of any Hazardous Substances.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any No examination has been made of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are Property to determine whether or not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or any hazardous or toxic substancesmaterials are legally or illegally present or contained in, contaminants under or wastes into on the earth, air Property or into any body of its water, whether surface or otherwiseif any hazardous or toxic materials have contaminated such Property or its waters in any way whatsoever, or if any municipal or other sewer or drain or drinking or water systems, by Primero or any portion of the Primero Subsidiaries, Property is “wetlands” or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have inhabited by an endangered species. Seller is not aware of and has not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence notified of any event which such condition existing on the Property. No representation or warranty has been or is required made as to be so reported by whether any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under violation of any Environmental Laws environmental laws or regulations, either federal or state, exists or has existed in connection with the operation Property, but Seller is not aware of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment not been notified of any such Environmental Approvalsviolations. For these purposes, “hazardous or toxic material” means and includes all types of petroleum products, any flammable explosives, radioactive materials, asbestos or any review bymaterials containing asbestos, and/or any hazardous, toxic or approval dangerous waste, substance or material defined as such in (or for the purposes of) the environmental laws. For these purposes, “environmental laws” includes the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Oil Pollution and Hazardous Substances Control Act, the Clean Air Act, the Hazardous and Solid Waste Amendments, the Super Fund Amendment and Reauthorization Act, the Solid Waste Disposal Act, the Resource Conservation and Recovery Act, the Act to Provide for the Cleanup of Environmental Damage Caused by Leaking Petroleum Underground Storage Tanks, Water and Air Resources Act, the Inactive Hazardous Waste Disposal Site Act, any Governmental Entity of such Environmental Approvals that are required in connection with the execution “Super Fund” or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero “Super Lien” law or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree, regulating, relating to or imposing liability or standards of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all conduct concerning any petroleum products, any flammable explosives, radioactive materials, asbestos or any material auditscontaining asbestos, assessmentsand/or hazardous, investigation reportstoxic or dangerous waste, studiessubstance or material, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to as may now or at any past or present fact, condition or circumstance that could reasonably time hereafter be expected to result in Liability under any Environmental Lawseffect.

Environmental. Except (a) (i) AFN and the AFN Subsidiaries comply and have complied in all material respects with all applicable Environmental Laws (as disclosed in the Primero Disclosure Letterdefined below), or (ii) to the extent that knowledge of AFN, no material amount of Hazardous Substances (as defined below) are present at or have been disposed on or released or discharged from, onto or under any violation of the properties currently leased, operated or otherwise used by AFN or the AFN Subsidiaries (including soils, groundwater, surface water, buildings or other matter referred structures) during the time period the properties have been leased, operated or otherwise used by AFN or the AFN Subsidiaries, (iii) to the knowledge of AFN, no material amount of Hazardous Substances were present at or disposed on or released or discharged from, onto or under any of the properties formerly owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries during the period of ownership, lease, operation or use by AFN or the AFN Subsidiaries, (iv) neither AFN nor any of the AFN Subsidiaries is subject to any material liability or obligation in this subsection does notconnection with Hazardous Substances present at any location owned, individually leased, operated or in otherwise used by any third party, (v) neither AFN nor any of the aggregateAFN Subsidiaries or, have a Material Adverse Effect on Primero to the knowledge of AFN, any legal predecessor of AFN or any AFN Subsidiary, has received any written notice, demand, letter, claim or request for information alleging that AFN or any of the Primero Subsidiaries: (i) Primero and the Primero AFN Subsidiaries are and have been in compliance with and are not is or may be in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liable under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (vvi) neither Primero AFN nor any of the Primero AFN Subsidiaries has failed is subject to report to the proper Governmental Entity the occurrence any order, decree, injunction or other directive of any event which Governmental Authority or is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant subject to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions indemnity or other expenditures are required to be made by it as a condition of continued compliance agreement with any Environmental Laws, person or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred entity relating to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; Hazardous Substances and (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of PrimeroAFN, none of Primero there are no circumstances or conditions involving AFN and the Primero AFN Subsidiaries, any assets (including real property) or businesses previously owned, leased, operated or otherwise used by AFN or the AFN Subsidiaries, or any of the assets (including real property) or businesses of any predecessors of AFN or the AFN Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability any material damages or liabilities to AFN or any of the AFN Subsidiaries arising under or pursuant to Environmental Law or in any material restriction on the ownership, use or transfer of any of the assets of AFN or any of the AFN Subsidiaries arising under or pursuant to any applicable Environmental LawsLaw. (b) As used in this Agreement, the term “Environmental Law” means any international, national, provincial, regional, federal, state, municipal or local law, regulation, order, judgment, decree, permit, authorization, opinion, common or decisional law (including, without limitation, principles of negligence and strict liability) or agency requirement relating to the protection, investigation or restoration of the environment (including, without limitation, natural resources) or the health or safety of human or other living organisms, including, without limitation, the manufacture, introduction into commerce, export, import, handling, use, presence, disposal, release or threatened release of any Hazardous Substance or noise, odor, wetlands, pollution, contamination or any injury or threat of injury to persons or property.

Environmental. Except as disclosed in (a) No Adelphia Entity has received any notice, notification, demand, request for information, citation, summons or order relating to any "Superfund" evaluation or investigation, and no Adelphia Entity is the Primero Disclosure Lettersubject of any pending or, to Adelphia's knowledge, threatened investigation, action, claim, suit, review, complaint, penalty or to the extent that proceeding of any violation Governmental Authority or other matter referred Person with respect to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero the Adelphia Systems or the Adelphia Assets, including the Adelphia Owned Property or the Adelphia Leased Property and the Primero Subsidiaries are and have been in compliance with and are not in violation of anyany property previously owned, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding leased by any Governmental Adelphia Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation Adelphia Systems and (ii) relating to or arising out of their respective businesses any Environmental Law. (b) Except as disclosed on Schedule 5.16, no Hazardous Substance has been discharged, disposed of, dumped, injected, pumped, deposited, spilled, leaked, emitted, or released at, on or under any Adelphia Owned Property or Adelphia Leased Property or other Adelphia Asset. (c) Except as disclosed on Schedule 5.16, each Adelphia Entity is in material compliance with all Environmental Laws, insofar as they relate to the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property. Except as disclosed on Schedule 5.16, each Adelphia Entity has been and is in compliance with all permits, licenses, franchises, certificates, approvals and other similar authorizations of Governmental Authorities relating to or required by Environmental Laws and affecting, or relating in any way to, the ownership Adelphia Systems or the Adelphia Assets ("Adelphia Environmental Permits"). Such Adelphia Environmental Permits are valid and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, effect and neither Primero nor any are transferable and will not be terminated or impaired or become terminable as a result of the Primero Subsidiaries transactions contemplated hereby. No Adelphia Entity has received any notification notice of, any knowledge of circumstances relating to, and there are no past events, facts, conditions, circumstances, activities, practices or incidents (including but not limited to the presence, use, generation, manufacture, disposal, release or threatened release of any Hazardous Substances from or on the Adelphia Assets, the Adelphia Owned Property or the Adelphia Leased Property), which could interfere with or prevent compliance with or which have resulted in or are reasonably likely to give rise to any Governmental Entity pursuant liability of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, arising under or relating to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required Law and in connection with the execution Adelphia Systems or delivery of this Agreementthe Adelphia Assets, including, without limitation, the consummation Adelphia Owned Property and the Adelphia Leased Property. Except as disclosed on Schedule 5.16, no Adelphia Owned Property or Adelphia Leased Property nor any property to which Hazardous Substances located on or resulting from the use of the transactions contemplated herein any Adelphia Asset, Adelphia Owned Property or the continuation of the business and operations of Primero Adelphia Leased Property or any property previously owned, leased or operated by any Adelphia Entity in connection with the Adelphia Systems have been transported is listed or, to Adelphia's knowledge, proposed for listing on the National Priorities List promulgated pursuant to CERCLA, or CERCLIS (as defined in CERCLA) or on any similar federal, state, local or foreign list of the Primero Subsidiaries following the Effective Date;sites requiring investigation or cleanup. (viiid) Primero and the Primero Subsidiaries have Except as disclosed on Schedule 5.16, no polychlorinated biphenyls, electromagnetic fields, radioactive material, lead, asbestos-containing material, incinerator, sump, surface impoundment, lagoon, landfill, septic, wastewater treatment or other disposal system or underground storage tank (active or inactive) is or has been present at, on or under any Adelphia Owned Property or Adelphia Leased Property or in any Adelphia Asset. (e) Adelphia has provided or made available to Northgate Comcast copies of all material audits, environmental assessments, investigation reports, studies, plansaudits, regulatory correspondence and similar information with respect tests, reviews or other analyses of or relating to environmental, health and safety matters; andthe Adelphia Assets and/or Systems prior to the date hereof. (ixf) to the knowledge of PrimeroExcept as disclosed on Schedule 5.16, none of Primero and the Primero Subsidiaries are subject to any past Adelphia Owned Property or present fact, condition Adelphia Leased Property is located in New Jersey or circumstance that could reasonably be expected to result in Liability under any Environmental LawsConnecticut.

Environmental. (a) Except as disclosed in set forth on Section 3.24 of the Primero Company Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero each of the Company Entities and the Primero Subsidiaries are conduct of their businesses are, and for the previous three (3) years have been been, in material compliance with and are not in violation of any, all Environmental Laws; (ii) Primero and no Company Entity has received any unresolved written notice within the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed past three (3) years from any Governmental Entity or any other Person alleging that any Company Entity is not in compliance with any Environmental Law or is responsible for a Release of all contaminants, wastesHazardous Substance, and hazardous there is no Action currently pending and toxic substances without violation served, or to the Knowledge of the Company, threatened by any Governmental Entity or any other Person against the Company asserting that any Company Entity has liability for a Release of Hazardous Substance or noncompliance with Environmental Laws; (iii) there the Company Entities have been no spills, releases, deposits or discharges and maintain all material Permits required under Environmental Laws for the operation of pollutants or hazardous or toxic substances, contaminants or wastes into their businesses and have to the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected extent necessary timely submitted all applications to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Lawsrenew such Permits; (iv) no orders, notifications, directives, demands, claims, instructions, directions Company Entity has caused or notices have been issued and remain outstanding permitted a Release of Hazardous Substance that requires material remedial action by any Governmental Entity pursuant to any the Company under Environmental Laws, whether or not have the force has expressly assumed or agreed to assume any material obligation to investigate, remediate, ▇▇▇▇▇ or otherwise respond to such a Release of law, relating to the business or assets of Primero or any of the Primero SubsidiariesHazardous Substance; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence no Release of any event which Hazardous Substance has occurred on, at, under, or is required to be so reported affecting any Real Property or any prior location used by any Company Entity, in each case which requires remedial action for which the Company would reasonably be expected to have any material liability under Environmental Laws; (vi) Primero and no Company Entity has disposed of Hazardous Substance at any location listed or proposed for listing on the Primero Subsidiaries hold all Environmental Approvals National Priorities List or similar federal, state or local governmental list of locations for which the investigation, remediation or abatement of a Release of Hazardous Substance is required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred which is reasonably expected to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;result in material liability of the Company; and (vii) there are no changes other than contracts entered in the statusordinary course of business, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewalno Company Entity has expressly assumed, modificationundertaken, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information provided an indemnity with respect to environmental, health and safety matters; andany material Liability of any other Person arising under Environmental Laws with respect to the remediation of a known Release of Hazardous Substance. (ixb) Except as set forth on Section 3.24(b) of the Company Disclosure Letter, all material environmental assessments, audits, reports materially bearing on environmental conditions at the current or former facilities, properties, or operations of the Company Entities that were prepared for any Company Entity have been provided to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsBuyer.

Environmental. Except as disclosed Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the Primero Disclosure Letteraggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C.Section 9604) or any comparable state law which could reasonably be expected to have a Material Adverse Effect. There are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the extent that basis of an Environmental Claim against Holdings or any violation of its Subsidiaries that, individually or other matter referred in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has treated, stored or disposed of any hazardous waste at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the treatment, storage or disposal of hazardous waste that, in this subsection does each case, would require a SENIOR UNSECURED TERM LOAN AND GUARANTY AGREEMENT EXECUTION 838278-New York Server 7A permit under RCRA. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect on Primero Effect. Notwithstanding anything in this Section 4.14 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of the Primero Subsidiaries: (i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation relating to any Environmental Law, any Release of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseHazardous Materials, or any municipal Hazardous Materials Activity which individually or other sewer in the aggregate has had or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does for such matters which would not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesEffect: (i) Primero and Neither Tristar nor any Tristar Subsidiary has caused or, to the Primero Subsidiaries are and have been in compliance with and are not in violation Knowledge of anyTristar, Environmental Laws;permitted the release or disposal of Hazardous Materials onto, at or near any property owned or operated by Tristar or any Tristar Subsidiary. (ii) Primero and To the Primero Subsidiaries have operated their respective businesses at all times and have generatedKnowledge of Tristar, receivedneither Tristar nor any Tristar Subsidiary has caused or allowed the generation, handleduse, usedtreatment, stored, treated, shipped and disposed storage or disposal of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;Hazardous (iii) there To the Knowledge of Tristar, Tristar and the Tristar Subsidiaries have been obtained and are in substantial compliance with all Environmental Permits required with respect to the business or other operations conducted by Tristar or any Tristar Subsidiary. (iv) To the Knowledge of Tristar, Tristar and the Tristar Subsidiaries have filed all reports required by Environmental Laws. (v) Tristar and the Tristar Subsidiaries have provided Eurostar access to all environmental audits or assessments prepared by or for, or received by, Tristar or any Tristar Subsidiary with respect to any business or other operations conducted by Tristar or any Tristar Subsidiary. (vi) Tristar has no spillsKnowledge of any facts, releasesconditions or circumstances that could cause Tristar or any Tristar Subsidiary to incur any loss, deposits liability, damage, costs or discharges expenses, with respect to any individual event, in excess of pollutants $50,000, or hazardous in the aggregate in excess of $250,000, for (A) violations of Environmental Laws, (B) failure to obtain an Environmental Permit, (C) response or toxic substancesremedial costs under any Environmental Law or (D) personal injury or property damage resulting from exposure to or releases of Hazardous Materials. (vii) Neither Tristar nor any Tristar Subsidiary has received any inquiry or notice, contaminants nor does Tristar have any reason to suspect or wastes into the earthbelieve any of them will receive any inquiry or notice, air of any actual or into potential proceeding, claim, lawsuit or loss that arises under or relates to any body of waterEnvironmental Law. (viii) Neither Tristar nor any Tristar Subsidiary is currently operating or required to be operating under any compliance order, whether surface schedule, decree or otherwiseagreement, any consent decree, order or agreement, or any municipal corrective action decree, order or other sewer agreement issued or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability entered into under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and. (ix) No underground storage tanks are present on the properties owned or operated by either Tristar or any Tristar Subsidiary and, to the knowledge Knowledge of PrimeroTristar, none of Primero and the Primero Subsidiaries are subject to any past underground storage tanks previously removed from any properties owned or present fact, condition operated by either Tristar or circumstance that could reasonably be expected to result any Tristar Subsidiary were removed in Liability under any accordance with applicable Environmental Laws. (x) To the Knowledge of Tristar, all prior operations conducted by Tristar or any Tristar Subsidiary have been conducted in compliance with all applicable limitations, restrictions, conditions, standards, prohibitions, requirements and obligations established under applicable Environmental Laws.

Environmental. Except as disclosed in To the Primero Disclosure Letterbest of Grantor's knowledge, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or without limitation of any of the Primero Subsidiaries: (i) Primero foregoing, no asbestos, material containing asbestos which is or may become friable or material containing asbestos deemed hazardous by Applicable Laws has been installed in the Mortgaged Property and the Primero Subsidiaries are Mortgaged Property and have been in compliance with and Grantor are not in violation of or subject to any existing, pending or, to the best knowledge of Grantor, threatened investigation or inquiry by any governmental authority or to any remedial obligations under any Applicable Laws pertaining to health or the environment (such Applicable Laws as they now exist or are hereafter enacted and/or amended hereinafter sometimes collectively referred to as "Applicable Environmental Laws"), including without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986 (collectively, together with any subsequent amendments hereinafter referred to as "CERCLA"), the Resource Conservation and Recovery Act of 1976, as amended by the Used Oil Recycling Act of 1980, the Solid Waste Disposal Act Amendments of 1980, and the Hazardous and Solid Waste Amendments of 1984 (collectively, together with any subsequent amendments hereinafter called "RCRA"), the Texas Water Code and the Texas Solid Waste Disposal Act, and this representation would continue to be true and correct following disclosure to the applicable governmental authorities of all relevant facts, conditions and circumstances, if any, pertaining to the Mortgaged Property and Grantor. Grantor has not obtained and is not required to obtain any permits, licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures and equipment forming a part of the Mortgaged Property by reason of any Applicable Environmental Laws; (ii) Primero . Grantor undertook, at the time of acquisition of the Mortgaged Property, all appropriate inquiry into the previous ownership and uses of the Mortgaged Property consistent with good commercial or customary practice to determine that the Mortgaged Property and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied uses therefor are in compliance with all Applicable Environmental Laws; (iv) . Grantor has taken all steps reasonably necessary to determine and has determined that no orders, notifications, directives, demands, claims, instructions, directions hazardous substances or notices solid wastes have been issued disposed of or otherwise released on or to the Mortgaged Property. The use which Grantor makes and remain outstanding by intends to make of the Mortgaged Property will not result in the disposal or other release of any Governmental Entity pursuant hazardous substance or solid waste on or to any Environmental Laws, whether or not the Mortgaged Property. The terms "hazardous substance" and "release" as used in this Mortgage shall have the force meanings specified in CERCLA, and the terms "solid waste" and "disposal" (or "disposed") shall have the meanings specified in RCRA; provided, in the event either CERCLA or RCRA is amended so as to broaden the meaning of lawany term defined thereby, relating then such broader meaning shall apply subsequent to the business or assets effective date of Primero or any such amendment and provided further, to the extent that the laws of the Primero Subsidiaries; State of Texas establish a meaning for the terms "hazardous substance," "release," "solid waste," or "disposal" (vor "disposed") neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws broader than that specified in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetseither CERCLA or RCRA, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsbroader meaning shall apply.

Environmental. Except as disclosed in the Primero Disclosure LetterDelphos Schedules, there are no actions, proceedings or investigations pending before any environmental regulatory body, with respect to or threatened against or affecting Delphos or the Subsidiary in respect to any "facility" owned, leased or operated by any of them (but excluding any "facility" as to which sole interest of Delphos or the Subsidiary is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which Delphos or the Subsidiary ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or under any Federal, state, local or municipal statue, ordinance or regulation in respect thereof, in connection with any release of any toxic or "hazardous substance", pollutant or contaminant into the "environment" which, if adversely determined, (a) would require the payment by Delphos or the Subsidiary and/or require Delphos or the Subsidiary to incur expenses of more than $10,000 (whether or not covered by insurance) or (b) would otherwise have a material adverse effect on Delphos or the Subsidiary, nor, to the best knowledge of Delphos after reasonable inquiry, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which Delphos or the Subsidiary is a plaintiff or complainant. Neither Delphos nor the Subsidiary is liable in any material respect under any applicable law for any release by either of them or for any release by any other "person" of a hazardous substance caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is Delphos or the Subsidiary liable for any material costs (as a result of the acts or omissions of Delphos or the Subsidiary or, to the best knowledge of Delphos, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body having jurisdiction over Delphos or the Subsidiary to prevent or minimize any actual or threatened release by Delphos or the Subsidiary of any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms, and defined in, CERCLA. Except as disclosed in the Delphos Schedules, to the best knowledge of Delphos each "facility" owned, leased or operated by Delphos or the Subsidiary (but excluding any "facility" as to which the sole interest of Delphos or the Subsidiary is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which Delphos or the Subsidiary ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) is, in all material respects, in compliance with all applicable Federal, state, local or municipal statutes, ordinances, laws and regulations and all orders, rulings or other decisions of any court, administrative agency or other governmental authority relating to the protection of the environment, except to the extent that any violation or other matter referred a failure to in this subsection does not, individually or in the aggregate, comply would not have a Material Adverse Effect material adverse effect on Primero or any the business, operations and financial condition of the Primero Subsidiaries: (i) Primero Delphos and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Subsidiary taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.

Environmental. Except as disclosed set forth on Schedule 4.17, on the ------------- ---- date hereof and as of the Closing Date: (i) The activities, operations and business carried out by Aquatics and its Subsidiaries are and have been at all times in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred failure to in this subsection does not, individually or in the aggregate, so comply will not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero Aquatics and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Lawstaken as a whole; (ii) Primero as to each of the properties currently or previously used for the business of Aquatics and its Subsidiaries, no Hazardous Substances have been Released to the Primero Environment on, at, under or from such property in any amount that has required or will require investigation or other remedial action pursuant to any applicable Environmental Law or that otherwise has given or will give rise to any claim of liability by any Governmental Authority or other third party, except to the extent that any liability with respect to such Hazardous Substances will not have a Material Adverse Effect on Aquatics and its Subsidiaries taken as a whole; and (iii) no Hazardous Substances have operated their respective businesses at all times been shipped by Aquatics or its Subsidiaries to an offsite facility that have given or will give rise to any claim of liability for investigation or other remedial action pursuant to any applicable Environmental Law or that otherwise have given or will give rise to any claim of liability by any Governmental Authority or other third party, except to the extent that any such claim of liability will not have a Material Adverse Effect on Aquatics and have generated, received, handled, used, stored, treated, shipped its Subsidiaries taken as a whole. (i) Aquatics and disposed its Subsidiaries are not aware of all contaminants, wastes, and hazardous and toxic substances without any pending litigation or proceedings before any administrative agency in which any person or entity alleges the violation of any Environmental LawsLaw by Aquatics or its Subsidiaries, the Release or Threat of Release of Hazardous Substances on, at, under or from any property currently or previously used for the business of Aquatics or its Subsidiaries or any liability of Aquatics or its Subsidiaries with respect to any Hazardous Substances that have been shipped by Aquatics or its Subsidiaries to an offsite facility; (ii) Neither Aquatics nor its Subsidiaries has received any written notice that any Governmental Authority or other third party, or any employee or agent thereof, has determined, threatens to determine or requires an investigation or further information to determine that there exists any violation of any Environmental Law, a Release or Threat of Release of Hazardous Substances requiring investigation or other remedial action on, at, under or from any property currently or previously used for the business of the Aquatics or its Subsidiaries or any liability of Aquatics or its Subsidiaries with respect to any Hazardous Substances that have been shipped by the Aquatics or its Subsidiaries to an offsite facility; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero Neither Aquatics nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero its Subsidiaries has received any notification from notice under any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions citizen suit provision of any Environmental Approvals held by Primero or Law regarding any of its operations. (c) No Lien has been imposed on any of the Primero assets of Aquatics or its Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, by any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Authority under any Environmental Laws. (d) Aquatics and its Subsidiaries have all Environmental Permits necessary for the activities and operations of the Division, except to the extent that any such failure would not have a Material Adverse Effect on Aquatics and its Subsidiaries taken as a whole.

Environmental. Except as disclosed (i) Each of Mountain Lake and Spinco have carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Mountain Lake. (ii) Primero The Valentine Lake Property and the Primero Subsidiaries Other Mineral Properties have operated their respective businesses at not been used by Mountain Lake or Spinco to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all times material respects with all Environmental Laws and except to the extent that such non-compliance would not reasonably be expected to have generateda Material Adverse Effect on Mountain Lake. Neither Mountain Lake nor Spinco have caused or permitted the Release of any Hazardous Substances at, receivedin, on, under or from any of the Valentine Lake Property or the Other Mineral Properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on Mountain Lake. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Valentine Lake Property and the Other Mineral Properties by Mountain Lake or Spinco have been handled, shipped recycled, disposed of, treated and disposed of stored in material compliance with all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Mountain Lake taken as a whole. To the knowledge of Mountain Lake, there are no Hazardous Substances at, in, on, under or migrating from the Valentine Lake Property or the Other Mineral Properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Mountain Lake. (iii) there Neither Mountain Lake nor Spinco have been no spills, releases, deposits treated or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisedisposed of, or arranged for the treatment or disposal of, any municipal Hazardous Substances at any location: (A) listed on any list of hazardous sites or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been sites requiring Remedial Action issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; Entity; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixB) to the knowledge of PrimeroMountain Lake, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the Primero Subsidiaries are subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Mountain Lake or Spinco. To the knowledge of Mountain Lake, no site or facility now or previously owned, operated or leased by Mountain Lake or Spinco is listed or, to the knowledge of Mountain Lake, is proposed for listing on any past list issued by any Governmental Entity of hazardous sites or present fact, condition sites requiring Remedial Action or circumstance is the subject of Remedial Action. (iv) Except to the extent that could it would not reasonably be expected to have a Material Adverse Effect on Mountain Lake, neither Mountain Lake nor Spinco has caused or permitted the Release of any Hazardous Substances on or to any of the Valentine Lake Property or the Other Mineral Properties in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Mountain Lake; or (B) would be reasonably expected to result in imposition of a lien, charge or other Encumbrance or the expropriation of the Valentine Lake Property or the Other Mineral Properties or the assets of Mountain Lake or Spinco. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Mountain Lake, neither Mountain Lake nor Spinco have received from any Person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date of this Agreement.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any (a) Each of the Primero Tarsis and its Subsidiaries: : (i) Primero and the Primero Subsidiaries are and have been is in compliance with any and are not in violation of any, all applicable Environmental Laws; ; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at has received all times and have generatedpermits, received, handled, used, stored, treated, shipped and disposed licenses or other approvals required of all contaminants, wastes, and hazardous and toxic substances without violation of it under applicable Environmental Laws; Laws to conduct its business as currently conducted; (iii) is in compliance with all terms and conditions of each such permit, license or approval; (iv) confirms that there have been no spillspast and there are no pending or to the knowledge of Tarsis, releasesthreatened claims, deposits complaints, notices or discharges requests for information received by Tarsis or its Subsidiaries with respect to any alleged violation of pollutants any Environmental Law; and (v) confirms that no conditions exist at, on or hazardous under any property now or toxic substancespreviously owned, contaminants leased or wastes into occupied by Tarsis or its Subsidiaries which, with the earth, air or into any body passage of water, whether surface or otherwisetime, or any municipal the giving of notice or other sewer or drain or drinking or water systemsboth, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected would give rise to result in Liability liability under any Environmental Law, that have not been reportedexcept as set forth in the Tarsis Disclosure Letter. (b) Neither Tarsis nor its Subsidiaries, mitigated and remedied has ever caused or permitted hazardous or toxic waste to be placed, held, located or disposed of on, under or at any lands or premises owned, leased or occupied by Tarsis or its Subsidiaries otherwise than in compliance with applicable Environmental Laws;Laws and no notice has been received by Tarsis or its Subsidiaries of any action or potential liability in respect thereof and no civil, criminal or enforcement actions or complaints in respect thereof are threatened, pending or have been commenced against Tarsis or its Subsidiaries. (ivc) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there There are no changes in the statusenvironmental audits, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material auditsevaluations, assessments, investigation reportsstudies or tests that were commissioned by Tarsis or its Subsidiaries respecting the business, studiesoperations, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge properties or facilities of Primero, none of Primero and the Primero Subsidiaries are subject to any past Tarsis or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsits Subsidiaries.

Environmental. Except as disclosed On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Primero Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Primero Borrower or any of the Primero Subsidiaries: (iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as disclosed on Schedule 5.01(p) Primero hereto, to the actual ---------------- knowledge of an Authorized Officer, 57 the Borrower and the Primero Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with and the Restricted Subsidiaries are not in violation of anyor subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws; (ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as set forth in Schedule 5.01(p) Primero hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 5.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Primero Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Primero assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Primero or any of Barytex and the Primero Barytex Subsidiaries, to Barytex’s knowledge: (i) Primero Barytex and the Primero Barytex Subsidiaries are and have been in compliance in all material respects with and are not in violation of any, Environmental Laws; (ii) Primero Barytex and the Primero Barytex Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero Barytex or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, Barytex Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied; (iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Primero administrative proceeding which may affect either Barytex or any of the Primero SubsidiariesBarytex Subsidiaries or any of the properties or assets of Barytex or the Barytex Subsidiaries relating to or alleging any violation of Environmental Laws; (v) neither Primero Barytex nor any of the Primero Barytex Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and (vi) Primero Barytex and the Primero Barytex Subsidiaries hold all Environmental Approvals licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Barytex, and neither Primero Barytex nor any of the Primero Barytex Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or and neither Barytex nor any of the Primero Barytex Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Laws.the Barytex Public Documents;

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero SubsidiariesXS: (i) Primero each of XS and each of the Primero XS Subsidiaries are is and have has been in compliance with with, and are is not in violation of anyof, any Environmental Laws; (ii) Primero and to the Primero knowledge of XS, no facts, events or conditions relating to the operations or property of XS or the XS Subsidiaries have operated their respective businesses at all times and have generatedwill prevent, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of hinder or limit continued compliance with Environmental Laws, or give rise to any Claims against XS or any of the XS Subsidiaries or any remediation obligations or liabilities; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity or other Person pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the operations, business or assets of Primero XS or any of the Primero XS Subsidiaries; (viv) neither Primero nor any each of XS and each of the Primero XS Subsidiaries has failed to report reported to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (viv) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries XS has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and, in the possession of XS or the XS Subsidiaries; (ixvi) to the knowledge of Primero, none of Primero and XS or any of the Primero XS Subsidiaries are is subject to any past or present fact, condition or circumstance (including any threatened Claim) that could reasonably be expected to result in Liability under any Environmental Laws; (vii) to the best knowledge of XS, XS and each of the XS Subsidiaries have obtained all Environmental Approvals necessary as at the date hereof for the operation of the business carried on by XS and the XS Subsidiaries, and each Environmental Approval is valid, subsisting and in good standing in all material respects and neither XS nor the XS Subsidiaries is in default or breach of any Environmental Approval in any respect and no proceeding is outstanding or, to the knowledge of XS, has been threatened or is pending to revoke or limit any Environmental Approval; (viii) neither XS nor any of the XS Subsidiaries have agreed by contract or other agreement to indemnify or be responsible for any liabilities or obligations under Environmental Laws; (ix) neither XS nor any of the XS Subsidiaries have used, except in material compliance in all respects with all Environmental Laws, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any Hazardous Substance and, to the knowledge of XS, there have been no material releases of Hazardous Substances at any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased; and (x) there are no ongoing, or to the knowledge of XS, planned environmental investigations, remediations or other Hazardous Substance response actions at or relating to, any property or facility which it owns, controls, manages, operates or leases or previously owned, controlled, operated, managed or leased.

Environmental. Except As soon as disclosed possible and in any event within 10 Business Days after the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Borrower or any of its Subsidiaries obtains knowledge of any of the Primero Subsidiaries: following, written notice of (i) Primero and any written notice, claim, complaint or order to the Primero Subsidiaries are and have been in compliance with and are not in violation of anyeffect that Trizec, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Subsidiariestheir respective Subsidiaries is or may be liable to any Person as a result of any event, circumstance or from Primero assets or operations, which could reasonably be expected to result in Liability occurrence under any Environmental Law, including the Release by Trizec, the Borrower, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that have not been reportedaction be taken to respond to or clean up a Release of Hazardous Materials into the environment, mitigated and remedied (ii) any condition or occurrence on (a) any Borrowing Base Property or Excluded Borrowing Base Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, the Borrower or any of their respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) with any applicable Environmental Laws; Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, the Borrower or any of their respective Subsidiaries, or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (z) could reasonably be anticipated to cause such Borrowing Base Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, the Borrower or any of their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Law or any Environmental Approval by Trizec, the Borrower or any of their respective Subsidiaries or any other Person which is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder) or (iv) no orders, notifications, directives, demands, claims, instructions, directions the taking of any removal or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating remedial action in response to the business actual or assets alleged presence of Primero any Hazardous Materials on any Borrowing Base Property or Excluded Borrowing Base Property or other Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, the Borrower or any of their respective Subsidiaries or any other Person that is or was a Borrowing Base Property Owner (while such Real Estate Asset was a Borrowing Base Property hereunder). Notwithstanding anything to the Primero Subsidiaries; (v) neither Primero nor any contrary contained in the immediately preceding sentence, notices of events of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is type described above shall not be required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information given with respect to environmental, health and safety matters; and (ix) to any event where the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that respective event could not be reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that Seller has not conducted any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been business therefor is in compliance with and are not in violation of any, all Environmental Laws; . None of the operations of Seller or the Acquisition Assets are the subject of federal, state or local investigation evaluating whether any remedial action is needed to respond to a release of any Hazardous Substance or toxic waste or constituent into the environment. Seller has not (iiand no other Person has) Primero and filed any notice under any federal, state or local law indicating that Seller is responsible for the Primero Subsidiaries release into the environment or the improper storage of any amount of any Hazardous Substance or toxic waste or constituent, or that any such substance, waste or constituent has been released from or is improperly stored upon the Acquisition Assets or land on which they are situated. To Seller's knowledge, Seller does not otherwise have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without any liability or contingent liability in connection with any violation of Environmental Laws; (iii) there Laws or in connection with the release or threatened release into the environment or the improper storage of any Hazardous Substance or toxic waste or constituent related to the Acquisition Assets. All notices, permits, licenses or similar authorizations, if any, required to be obtained or filed in connection with the operations of Seller related to the Acquisition Assets, including, without limitation, present or past treatment, storage, disposal or release of a Hazardous Substance or toxic waste into the environment, have been duly obtained or filed, and Seller is in compliance with the terms and conditions of all such notices, permits, licenses and similar authorizations. To Seller's knowledge, there has been no spills, releases, deposits release or discharges threatened release of pollutants or hazardous any Hazardous Substances or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, waste on or from Primero assets the Acquisition Assets or operations, the land on which could reasonably be expected to result in Liability under any Environmental Law, they are situated that have either (a) is not been reported, mitigated and remedied in compliance with Environmental Laws; Laws or (ivb) could create an obligation or liability of Seller under Environmental laws, and there are no orders, notifications, directives, demands, claims, instructions, directions storage tanks or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether other containers on or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws from the Acquisition assets or the land on which they are situated from which Hazardous Substances or other contaminants may be released into the surrounding environment. No claims are pending or threatened by third parties against Seller or Seller alleging liability for exposure to Hazardous Substances in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are Acquisition Assets. There have been no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reportsenvironmental investigations, studies, plansaudits, regulatory correspondence and similar information with respect reviews or other analyses conducted by or which are in the possession of Seller regarding from the Acquisition Assets which have not been delivered to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsPurchaser.

Environmental. Except As of the date hereof neither the Borrower nor any of Borrower’s agents, employees or independent contractors (1) have caused or are aware of a release or threat of release of Hazardous Materials (as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect defined herein) on Primero or any of the Primero Subsidiaries: (i) Primero and premises owned or occupied by the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationsBorrower, which could reasonably be expected give rise to liability under any Environmental Law (as defined herein) or any other Federal, state or local law, rule or regulation; (2) have arranged for the transport of or transported any Hazardous Materials in a manner as to violate, or result in Liability potential liabilities under, any Environmental Law; (3) have received any notice, order or demand from the Environmental Protection Agency or any other Federal, state or local agency under any Environmental Law, that ; (4) have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by incurred any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required liability under any Environmental Laws Law in connection with the operation mismanagement, improper disposal or release of their respective businesses and the ownership and use including rehabilitation Hazardous Materials; or (5) are aware of their respective assetsany inspection or investigation of any Controlled Property or Abutting Property by any Federal, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions state or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions local agency for possible violations of any Environmental Approvals held by Primero Law. To the best of Borrower’s knowledge, the Borrower, has not committed or omitted any act which caused the release of Hazardous Materials with respect to any assets of the Primero Subsidiaries Borrower or with respect to any renewalpremises owned or occupied by Borrower. Borrower agrees to indemnify and hold the Lender harmless from all liability, modificationloss, revocationcost, reassurancedamage and expense, alterationincluding attorney fees and costs of litigation, transfer, restriction or amendment arising from any and all of its violations of any such Environmental ApprovalsLaw (including those arising from any lien by any Federal, state or local government arising from the presence of Hazardous Materials) or from the presence of Hazardous Materials located on or emanating from any premises owned or occupied by Borrower, or with respect to any review assets of Borrower whether existing or not existing and whether known or unknown at the time of the execution hereof and regardless of whether or not caused by, or approval of, within the control of Borrower. Borrower further agrees to reimburse Lender upon demand for any Governmental Entity of such Environmental Approvals that are required costs reasonably incurred by Lender in connection with the execution or delivery foregoing. Borrower agrees that its obligations hereunder shall be continuous and shall survive the repayment of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business all debts to Lender and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) shall continue so long as a valid claim relating to the knowledge release of Primero, none of Primero and Hazardous Materials by Borrower may be lawfully asserted against the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLender.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero Target and the Primero Target Subsidiaries are and have been in compliance with and are is not in violation of any, any Environmental Laws; (ii) Primero Target and the Primero Target Subsidiaries have operated their respective businesses at all times and have has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Target or any of the Primero Target Subsidiaries, or from Primero Target assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, written notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Target or any of the Primero Target Subsidiaries; (v) neither Primero Target nor any of the Primero Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero Target and the Primero Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Target nor any of the Primero Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Target or any of the Primero Subsidiaries Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Target or any of the Primero Target Subsidiaries following the Effective Date; (viii) Primero Target and the Primero Target Subsidiaries have made available to Northgate Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero Target and the Primero Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability liability under any Environmental Laws.

Environmental. Except as disclosed set forth in Section 4.13(a) of the Primero Seller Disclosure LetterSchedules, and except with respect to the stores listed in Section 4.13(b) of the Seller Disclosure Schedules (the “Retained Stores”) for which no representation, warranty or covenant is made by Seller under this Section 4.13 or any other representation, warranty or covenant with respect to environmental matters and for which Seller will have no liability whatsoever to (i) any Buyer Indemnified Party relating to any breaches of the representations or warranties herein with respect to any environmental matter or (ii) any Third Parties arising out of, resulting from or relating to any Environmental Conditions, Environmental Claims, Environmental Liabilities, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiariesenvironmental matters: (ia) Primero to the Knowledge of Seller, each of the Acquired Entities is, and has been during the Primero Subsidiaries are and have been past three years, in compliance in all material respects with and are not in violation of any, all applicable Environmental Laws; (iib) Primero (i) each of the Acquired Entities has all material Environmental Authorizations that are required by applicable Environmental Law for such Acquired Entity to carry on its Business as currently conducted and (ii)(A) none of the Primero Subsidiaries have operated their respective businesses at all times Acquired Entities has received from any Governmental Authority or any other Person within the past three years written notification that any such material Environmental Authorization (1) is not in full force and have generatedeffect, receivedor (2) has been violated in any material respect, handled(B) there is currently no Proceeding pending or threatened, usedin writing, storedregarding suspension, treatedrevocation, shipped modification or cancellation of any such Environmental Authorization and disposed (C) there are no Orders of all contaminants, wastes, and hazardous and toxic substances without violation any Governmental Authority outstanding against any of the Acquired Entities arising under Environmental Laws; (iiic) there have been is no spillsmaterial Environmental Claim currently pending or, releasesto the Knowledge of Seller, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or threatened in writing against any of the Primero SubsidiariesAcquired Entities; (i) all underground storage tanks (the “UST”) located on the Real Property and all other UST owned or operated by any Acquired Entity have been registered and are currently registered with the appropriate Governmental Authority and all required registration fees and transfer charges and Taxes or impositions therefor and UST fees for state reimbursement trust fund (the “UST Fund”) eligibility have been paid in full; (ii) each of the Acquired Entities has taken all actions necessary to establish and maintain eligibility for UST Fund reimbursement, where available, under applicable Environmental Laws; (iii) all UST satisfy the most recent upgrade requirements of the applicable Governmental Authority; and (iv) all UST, and the practices of the applicable Acquired Entity in the operation of any such UST, including storing fuels, tank testing, inventory control and leakage detection, comply in all material respects with all Environmental Laws applicable to such UST; (e) Seller has made available to Buyer copies of all material reports in Seller’s possession or control reflecting material Environmental Conditions or material violations and alleged violations of applicable Environmental Laws or other applicable Laws as of the Execution Date on, at, or from Primero assets underlying the Owned Real Property or operationsLeased Real Property, which could and any reports, test results or written correspondence with Governmental Authorities or other Persons reflecting material contamination or material non-compliances with Environmental Laws; (f) to the Knowledge of Seller, no Acquired Entity has Released or disposed of or arranged for the disposal of, any Hazardous Substances, including at any Owned Real Property or Leased Real Property, other than in material compliance with Environmental Law and as would not reasonably be expected to result in Liability under any material Environmental LawLiability; (g) to the Knowledge of Seller, that Hazardous Substances have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions Released or notices have been issued and remain outstanding threatened to be Released at or from any Real Property or any other property or facility currently or formerly owned or operated by any Governmental Acquired Entity pursuant that would reasonably be expected to any constitute an Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety mattersCondition; and (ixh) to the knowledge no Acquired Entity has assumed, or provided indemnity against, any material liability or obligation of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability other Person under any Environmental LawsLaw.

Environmental. Except As soon as disclosed possible and in any event within ten (10) Business Days after Trizec, either of the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Borrowers or any of their respective Subsidiaries obtains knowledge of any of the Primero Subsidiaries: following, written notice of (i) Primero and any written notice, claim, complaint or order to the Primero Subsidiaries are and have been in compliance with and are not in violation effect that Trizec, either of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrowers or any of the Primero Subsidiariestheir respective Subsidiaries is or may be liable to any Person as a result of any event, circumstance or from Primero assets or operations, which could reasonably be expected to result in Liability occurrence under any Environmental Law, including the Release by Trizec, either of the Borrowers, any of their respective Subsidiaries, or any other Person of any Hazardous Materials into the environment or requiring that have not been reportedaction be taken to respond to or clean up a Release of Hazardous Materials into the environment, mitigated and remedied (ii) any condition or occurrence on (a) any Financed Property or (b) any other Real Estate Asset which is owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries that (x) results in non-compliance by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) with any applicable Environmental Laws; Law, (y) could reasonably be anticipated to form the basis of an Environmental Claim against Trizec, either of the Borrowers or any of their respective Subsidiaries, or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) or (z) could reasonably be anticipated to cause such Financed Property or other Real Estate Asset to be subject to any restrictions on the ownership, lease, occupancy, use or transferability by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder) of its interest in such Real Estate Asset under any Environmental Law, (iii) any written notice, complaint or citation alleging any violation of any Environmental Law or any Environmental Approval by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person which is or was a Property Owner (while the Real Estate Asset at or from which the alleged violation arose was a Financed Property hereunder) or (iv) no orders, notifications, directives, demands, claims, instructions, directions the taking of any removal or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating remedial action in response to the business actual or assets alleged presence of Primero any Hazardous Materials on any Financed Property or other Real Estate Asset currently owned, leased or operated directly or indirectly by Trizec, either of the Borrowers or any of their respective Subsidiaries or any other Person that is or was a Property Owner (while such Real Estate Asset was a Financed Property hereunder). Notwithstanding anything to the Primero Subsidiaries; (v) neither Primero nor any contrary contained in the immediately preceding sentence, notices of events of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is type described above shall not be required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information given with respect to environmental, health and safety matters; and (ix) to any event where the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that respective event could not be reasonably be expected to result in Liability under any Environmental Lawshave a Material Adverse Effect.

Environmental. Except as disclosed in the Primero Alamos Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Alamos or any of the Primero Alamos Subsidiaries: (i) Primero Alamos and the Primero Alamos Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero Alamos and the Primero Alamos Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero Alamos or any of the Primero SubsidiariesAlamos Subsidiaries or at, to or from Primero Alamos’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero Alamos or any of the Primero Alamos Subsidiaries; (v) neither Primero Alamos nor any of the Primero Alamos Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero Alamos and the Primero Alamos Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Alamos nor any of the Primero Alamos Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Alamos or any of the Primero Alamos Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Alamos or any of the Primero Alamos Subsidiaries following the Effective Date; (viii) Primero Alamos and the Primero Alamos Subsidiaries have made available to Northgate AuRico all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and (ix) to the knowledge of PrimeroAlamos, none of Primero Alamos and the Primero Alamos Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed On the Original Closing Date, no Authorized Officer has ------------- any actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Primero Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 5.01(p) ---------------- hereto. On each date after the Original Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Primero Borrower or any of the Primero Subsidiaries: (iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Original Closing Date, except as disclosed on Schedule -------- 5.01(p) Primero hereto, to the actual knowledge of an Authorized Officer, the Borrower ------- and the Primero Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Original Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with and the Restricted Subsidiaries are not in violation of anyor subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws; (ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Original Closing Date, except as set forth in Schedule 5.01(p) Primero hereto, no Authorized Officer has actual knowledge that any ---------------- Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Original Closing Date, except as set forth in Schedule 5.01(p) hereto, no ---------------- Authorized Officer has actual knowledge that any Hazardous Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Original Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Primero Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Primero assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.

Environmental. Except Other than as disclosed set forth in Schedule (AA) of the Primero Target Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any knowledge of the Primero SubsidiariesTarget: (i) Primero Target and the Primero Target Subsidiaries are and have been in compliance with and are is not in violation of any, any Environmental Laws; (ii) Primero Target and the Primero Target Subsidiaries have operated their respective businesses at all times and have has generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Target or any of the Primero Target Subsidiaries, or from Primero Target assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero Target or any of the Primero Target Subsidiaries; (v) neither Primero Target nor any of the Primero Target Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero Target and the Primero Target Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero Target nor any of the Primero Target Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Target or any of the Primero Subsidiaries Target Subsidiaries, or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero Target or any of the Primero Target Subsidiaries following the Effective Date; (viii) Primero Target and the Primero Target Subsidiaries have made available to Northgate Purchaser all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of PrimeroTarget, none of Primero Target and the Primero Target Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability liability under any Environmental Laws.

Environmental. Except as Acquirer and the Acquirer Subsidiaries have disclosed in the Primero Disclosure Letterto Acquirer all material documents (including claims, notices, orders, judgments, reports, audits, assessments, results, licences, permits, orders, authorizations, approvals and registrations) relating to environmental, health and safety matters affecting Acquirer and any Acquirer Subsidiary and their respective operations, or any properties currently or formerly owned, occupied or used by Acquirer or any Acquirer Subsidiary, including the Acquirer Properties, and any activities carried out thereon. All operations, or any properties currently or formerly owned, occupied or used by Acquirer or any Acquirer Subsidiary, including the Acquirer Properties, and any activities carried out thereon, have been, and are now, in compliance with all Applicable Law relating to the extent that any violation protection of the environment or health and safety, closure or other matter referred reclamation obligations or the use, storage, handling, release, disposal, remediation, treatment or transportation of any substance, including pollutants, contaminants, waste, or hazardous or toxic materials (collectively, “Environmental Laws”) and no liability under Environmental Laws exists or is reasonably anticipated in relation to such operations, properties or activities, except where the failure to be in this subsection does compliance or the liability under Environmental Laws would not, individually or in the aggregate, have a Material Adverse Effect on Primero or any in respect of Acquirer. Except as disclosed in Section 19 of the Primero SubsidiariesAcquirer Disclosure Letter, each of Acquirer and the Acquirer Subsidiaries has all permits, consents, authorizations, approvals and registrations required under Environmental Laws for all current and proposed operations and all are valid and in good standing and no grounds exist to revoke or limit the authorizations thereunder. Neither Acquirer nor any Acquirer Subsidiary is aware of, or is subject to: (ia) Primero and the Primero Subsidiaries are and have been in compliance any material liabilities related to environmental management of any nature with and are not in violation of anyrespect to Acquirer’s or any Acquirer Subsidiary’s past, Environmental Lawscurrent or proposed operations; (iib) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedany investigation, receivedproceeding, handledapplication, usedorder or directive which relates to environmental, stored, treated, shipped and disposed of all contaminants, wasteshealth or safety or closure or other reclamation matters, and hazardous and toxic substances without violation of Environmental Laws;which may require any material work, repairs, construction, reclamation, remediation or expenditures; or (iiic) there have been no spillsany claim, releasesdemand or notice, deposits with respect to the breach of or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether including any regulations respecting the use, storage, handling, release, disposal, remediation, treatment or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence transportation of any event which is required to be so reported by substance (including pollutants, contaminant, waste of any nature, hazardous material, toxic substance, dangerous substance or dangerous good as defined in any applicable Environmental Laws; (vi) Primero ), which would, individually or in the aggregate, have a Material Adverse Effect in respect of Acquirer and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsAcquirer Subsidiaries, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.

Environmental. Except as disclosed in the Primero Nu-Gro Disclosure LetterStatement: (a) Nu-Gro and each of the Subsidiaries have been and are in material compliance with and have not been and are not liable under any Environmental Laws. (b) Nu-Gro and each of the Subsidiaries have all Licenses required under Environmental Laws for the operation of their respective businesses as currently conducted (“Environmental Permits”), which Environmental Permits are valid and in good standing, and Nu-Gro and each of the Subsidiaries is in material compliance with all such Environmental Permits. (c) No underground storage tanks are or, to the best of the knowledge of Nu-Gro and each of the Subsidiaries, have been located on any property or facility of Nu-Gro or any of the Subsidiaries. (d) Neither Nu-Gro nor any of the Subsidiaries (i) has within the past five (5) years received any notice of, or been prosecuted for, non-compliance with any Environmental Laws, which notice or prosecution has continuing obligations or is still outstanding, or (ii) has ever settled any allegation of non-compliance prior to prosecution. Neither Nu-Gro nor any of the Subsidiaries has received any notices, orders or directives relating to environmental matters notifying Nu-Gro or any of the Subsidiaries that it is or may be responsible for or requiring any investigation, containment, clean-up, remediation or corrective action or any work, repairs, construction or capital expenditures to be made under Environmental Laws with respect to the extent that business or any violation current or former property or facility owned, operated, occupied, used or leased by Nu-Gro or any of the Subsidiaries. (e) Nu-Gro and each of the Subsidiaries have not caused, contributed to, or permitted, nor has there been, any release, emission, spill or discharge, in any manner whatsoever, by Nu-Gro or any of the Subsidiaries or, to the best of the knowledge of Nu-Gro and each of the Subsidiaries, any other matter referred person or entity whatsoever, of any Hazardous Substance at levels requiring investigation or remediation or monitoring on, in, around, from or in connection with any current or former properties, assets or facilities owned, operated, occupied, used or leased by, or under the care, management or control of, Nu-Gro or any of the Subsidiaries. (f) Nu-Gro has made available to United and Subco true and complete copies of all environmental audits, evaluations, assessments, studies, reports, tests and material internal memoranda listed in this subsection does notthe Nu-Gro Disclosure Statement which constitute all of such documentation in the possession or control of Nu-Gro or any of the Subsidiaries, as the case may be, relating to environmental matters. (g) To the best of the knowledge of Nu-Gro and the Subsidiaries, no facts, circumstances or conditions currently exist with respect to the business or any property currently or formerly owned, operated or leased by Nu-Gro or the Subsidiaries that, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could would reasonably be expected to result in Liability result, under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsNu-Gro Material Adverse Effect.

Environmental. Except as disclosed Borrower will, and will cause each of its Subsidiaries to, (a) Keep any property either owned or operated by Borrower or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in the Primero Disclosure Letterall material respects, with Environmental Laws and provide to Agent documentation of any material non-compliance which Agent reasonably requests, (c) Promptly notify Agent of any release of which Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Borrower or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law, (d) Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the extent following: (i) notice that an Environmental Lien has been filed against any violation of the real or personal property of Borrower or its Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against or written notice that a material Environmental Action will be filed against, Borrower or its Subsidiaries, and (iii) written notice of a material violation, citation, or other matter referred to in this subsection does notadministrative order from a Governmental Authority, individually or in the aggregate, have a Material Adverse Effect on Primero and (e) If Borrower or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Borrower or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Primero Subsidiaries: presence or release of any Hazardous Material (i) Primero and the Primero Subsidiaries are and have been except in compliance with and are not in violation of any, applicable Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated), receivedBorrower agrees to undertake, handled, used, stored, treated, shipped and disposed and/or to cause any of all contaminants, wastesits Subsidiaries, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spillsuse commercially reasonable efforts to cause its tenants or occupants to undertake, releasesat their sole expense, deposits or discharges of pollutants or hazardous or toxic substancesany clean up, contaminants or wastes into the earthremoval, air or into any body of water, whether surface or otherwise, or any municipal remedial or other sewer or drain or drinking or water systemsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which and could not reasonably be expected to result in Liability under any Environmental Lawin, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.

Environmental. Except as disclosed indicated in Schedule 7.1(r), the Primero Disclosure LetterMortgaged Properties are, and at all times have been, operated by the Borrowers, and to the knowledge of Borrowers, by the Borrowers' predecessors in interest, in material compliance with all Environmental Laws then applicable; and no conditions exist which are due to ownership and operation by the Borrowers, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any knowledge of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationsBorrowers, which could reasonably be expected are due to result ownership and operation by Borrowers, predecessors in Liability interest that would subject the Borrowers or the Bank to any damages (including without limitation actual, consequential, exemplary and punitive damages), penalties, injunctive relief or cleanup costs under any Environmental Law, or that require or are likely to require cleanup, removal, remedial action or other response by the Borrowers or the Bank pursuant to Environmental Laws. The Borrowers are not a party to any pending or threatened litigation or administrative proceeding that asserts or alleges that the Borrowers or their predecessors violated or are violating Environmental Laws or that the Borrowers or their predecessors are required to clean up, remove or take remedial or other responsive action due to the use, storage, treatment, disposal, discharge, leaking or release of any Hazardous Materials. Neither the Borrowers, nor to the Borrowers' knowledge their predecessors, nor any part of the Mortgaged Properties is subject to any judgment, decree, order or citation related to or arising out of Environmental Laws, and the Borrowers have not been reportednamed or listed as a potentially responsible party by any governmental or other entity in a matter arising under or relating to any Environmental Law. The Borrowers and, mitigated to the Borrowers' knowledge their predecessors, have obtained all permits, licenses and remedied approvals required under Environmental Laws. There are not now, nor have there ever been materials discharged, leaked, spilled or released, under or at the surface, or stored, treated or recycled at or in tanks or other facilities thereon or related thereto which require cleanup, removal or some other remedial action under Environmental Laws which arise from the Borrowers' ownership and operations, or to the Borrowers' knowledge which arise from ownership or operations of the Borrowers' predecessors in interest. The Borrowers undertook, at the time of acquisition of the Mortgaged Properties, all appropriate inquiry into the previous ownership and uses of the Mortgaged Properties consistent with good commercial and industry practice. The Borrowers have taken all reasonable steps necessary to determine that (i) no Hazardous Materials have been used or stored on, in or in connection with the Mortgaged Properties, or disposed from the Mortgaged Properties, except in full compliance with all Environmental Laws then applicable, and (ii) no Hazardous Materials have been treated, processed, discharged or released on, in, to or from the Mortgaged Properties except in full compliance with all Environmental Laws then applicable. The use which the Borrowers make and intend to make of the Mortgaged Properties will not result in (x) the use or storage of any Hazardous Materials on, in or in connection with the Mortgaged Properties, or disposal from the Mortgaged Properties, except in full compliance with all Environmental Laws then applicable, or (y) the treatment, processing, discharge or release of any Hazardous Materials on, in, to or from the Mortgaged Properties. Operation and closure of underground storage tanks on the Mortgaged Properties shall be in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have . To the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) Borrowers' knowledge there are no changes underground storage tanks located on or in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMortgaged Properties.

Environmental. Except as disclosed 10.1. In the event of any Product spills or other environmentally polluting discharges arising from the operations of the Facility, clean up and/or any resulting liability for such spills or discharges shall be the sole responsibility of Operator, subject to the following: in the Primero Disclosure Letter, or to the extent that event of any violation Product spills or other matter referred environmentally polluting discharge at the Facility after the commencement of this Agreement caused by Customer or the operation of a railroad train or railcar(s) delivering or receiving on its behalf, at its request or for its benefit, Operator is authorized to in this subsection does notcommence containment and clean-up operations as deemed appropriate or necessary by Operator and shall notify Customer immediately of such operations; all liability and reasonable costs of containment or clean-up for such spill or discharge shall be borne by Customer, individually or except that in the aggregateevent a spill or discharge is the result of joint negligence by both Operator and Customer or a railroad train SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN GRANTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, have a Material Adverse Effect AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS (*****). or railcar(s) delivering or receiving on Primero its behalf, at its request or any for its benefit, liability and costs of containment or clean up shall be borne severally and not jointly by Operator and Customer in proportion to each Party’s negligence. 10.2. Customer shall be considered the “generator” of all Wastes generated in Dedicated Tank(s) for purposes of Applicable Law, including all federal, state or local hazardous and non-hazardous waste laws and regulations. Customer shall perform the duties and responsibilities of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been “generator” in compliance with all Applicable Law, including identifying, packaging, manifesting, reporting, record keeping, handling, transporting and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed disposing of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits non-hazardous liquid or discharges of pollutants or hazardous or toxic substances, contaminants or solid wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or removed from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsDedicated Tank(s).

Environmental. Except as disclosed (a) The Vendor, in respect of the Primero Disclosure LetterPurchased Assets, has been and is in compliance with all applicable federal, provincial municipal and local laws, statutes, ordinances, bylaws and regulations, and orders, directives and decisions rendered by any ministry department or administrative or regulatory agency relating to the extent that protection of the environment, occupational health and safety or the manufacture, processing, distribution, use, treatment, storage, disposal, release, discharge, spill, emission, transport or handling of any violation pollutants, contaminants, chemicals or other matter referred to in this subsection does notindustrial toxic, individually corrosive or in the aggregate, hazardous wastes or substances (“Environmental Laws”) except where such non-compliance would not have a Material Adverse Effect on Primero the Purchased Assets or their operation. Except as disclosed in the Vendor Disclosure Letter, the Vendor has never received any notice of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have to its knowledge has never been in investigated or suspected of, received any correspondence related to, or been prosecuted for non-compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have nor has the force Vendor settled any allegation of lawnon-compliance. (b) The Vendor has obtained all licences, relating to permits, approvals, consents, certificates, registrations and other authorizations under Environmental Laws (the business or assets of Primero or any “Environmental Permits”) required for the operation of the Primero Subsidiaries;Purchased Assets as of Closing Date. (vc) neither Primero nor The Vendor has not received from any of Governmental Authority any notice that the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which Vendor is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required potentially responsible for a federal, provincial, municipal or local clean-up site or corrective action under any Environmental Laws in connection with the operation of their respective businesses Purchased Assets and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions Vendor is not aware of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewalgrounds for which such a notice may be given to it. The Vendor, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution Purchased Assets, has not received any request for information in connection with any federal, provincial, municipal or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;local inquiries as to disposal sites. (viiid) Primero The Vendor has disclosed in the Vendor Disclosure Letter and has delivered to the Primero Subsidiaries have made available to Northgate Purchaser a true and complete copy of all material environmental audits, evaluations, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) studies or tests relating to the knowledge Lands or Purchased Assets that were commissioned by or for the Vendor or that are in the possession or control of Primerothe Vendor, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhich it is aware.

Environmental. Except Landlord has supplied to Tenant a true and complete copy of a current Phase I environmental assessment for the Premises (the "Report"). Landlord has made arrangements so that Tenant may rely on the Report. Landlord represents and warrants to Tenant that Landlord does not have and does not know of any other environmental reports, studies or tests which have been prepared or conducted with respect to the Premises, other than the Report and the tests identified therein. Landlord represents and warrants that, except as disclosed provided in the Primero Disclosure LetterReport, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any best of the Primero Subsidiaries: Landlord's knowledge: (i) Primero and the Primero Subsidiaries Premises are and have been in compliance with all Environmental Regulations and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries no Hazardous Substances have operated their respective businesses at all times and have generated, received, handled, used, been stored, treatedused or otherwise located on, shipped in or under the Premises. Landlord agrees to indemnify, defend and disposed hold Tenant harmless against any and all Environmental Damages incurred or to be incurred as a result of the breach, by Landlord, of its representations. Tenant has had ample opportunity to inspect the Premises and, except as expressly warranted by Landlord in this paragraph, takes the Premises in their as is condition in regard to the matters governed by this paragraph. Tenant agrees to indemnify, defend and hold Landlord harmless against any and all contaminantsEnvironmental Damages incurred or to be incurred as a result of Tenant Contamination or failure by Tenant to comply with any Environmental Regulations, including reasonable attorneys' fees. Tenant Contamination means contamination at the Premises which is caused by or arises out of any act, omission, neglect or fault of Tenant or its agents, employees, contractors or invitees. Contamination means the uncontained or uncontrolled presence of or release of Hazardous Substances into any environmental media from, upon, within, below, into or on the Premises. Hazardous Substances means any toxic or hazardous chemicals, wastes, materials or substances, including, without limitation, lead, radon, asbestos, asbestos containing materials, polychlorinated biphenyls, dioxin, urea-formaldehyde, nuclear fuel or waste, radioactive materials, explosives, carcinogens, petroleum products, or any pollutants or contaminants, as those terms are defined in any applicable federal, state, local or other governmental law, statute, ordinance, code, rule or regulation. Environmental Regulations means all laws, statutes, ordinances, codes, rules and hazardous regulations relating to Hazardous Substances or the protection of the environment. Environmental Damages means all claims, judgments, losses, penalties, fines, liabilities, encumbrances, liens, costs and toxic substances without violation reasonable expenses of investigation, defense or good faith settlement resulting from violations of Environmental Laws; Regulations, and including, without limitation: (i) damages for personal injury and injury to property or natural resources; (ii) reasonable fees and disbursement of attorneys, consultants, contractors, experts -10- and laboratories; (iii) there have been no spillscosts of any cleanup, releasesremediation, deposits removal, response, abatement, containment, closure, restoration or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into monitoring work required by any body of water, whether surface or otherwise, or any municipal or Environmental Regulation and other sewer or drain or drinking or water systems, by Primero or any costs reasonably necessary to restore full economic use of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated Premises; and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, third-party claims relating to the immediately preceding subsections (i) - (iii). If Landlord performs any remediation it will do so in such a manner as to have as little impact on Tenant's business or assets of Primero or any of being conducted at the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it Premises as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawspossible.

Environmental. Except as disclosed Each Borrower will, and will cause each of its Subsidiaries to, (a) Keep any property either owned or operated by Parent or its Subsidiaries free of any Environmental Liens or post bonds or other financial assurances sufficient to satisfy the obligations or liability evidenced by such Environmental Liens, (b) Comply, in the Primero Disclosure Letterall material respects, with Environmental Laws and provide to Agent documentation of any material non-compliance which Agent reasonably requests, (c) Promptly notify Agent of any release of which any Borrower has knowledge of a Hazardous Material in any reportable quantity from or onto property owned or operated by Parent or its Subsidiaries and take any Remedial Actions required to ▇▇▇▇▇ said release under, or otherwise to come into compliance with, in all material respects, applicable Environmental Law, (d) Promptly, but in any event within five (5) Business Days of its receipt thereof, provide Agent with written notice of any of the extent following: (i) notice that an Environmental Lien has been filed against any violation of the real or personal property of Parent or its Subsidiaries, (ii) written notice of commencement of any material Environmental Action filed against, or written notice that a material Environmental Action will be filed against, Parent or its Subsidiaries, and (iii) written notice of a material violation, citation, or other matter referred to in this subsection does notadministrative order from a Governmental Authority, individually or in and (e) If the aggregate, have a Material Adverse Effect on Primero Parent or any of its Subsidiaries, or any tenant or occupant of any Real Property owned, leased or operated by Parent or any of its Subsidiaries, causes or permits any intentional or unintentional act or omission resulting in the Primero Subsidiaries: presence or release of any Hazardous Material (i) Primero and the Primero Subsidiaries are and have been except in compliance with and are not in violation of any, applicable Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated), receivedeach Borrower agrees to undertake, handled, used, stored, treated, shipped and disposed and/or to cause any of all contaminants, wastesits Subsidiaries, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spillsuse commercially reasonable efforts to cause its tenants or occupants to undertake, releasesat their sole expense, deposits or discharges of pollutants or hazardous or toxic substancesany clean up, contaminants or wastes into the earthremoval, air or into any body of water, whether surface or otherwise, or any municipal remedial or other sewer or drain or drinking or water systemsaction required pursuant to Environmental Laws to remove and clean up any Hazardous Materials from any Real Property except where the failure to do so has not resulted in, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which and could not reasonably be expected to result in Liability under any Environmental Lawin, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.

Environmental. Except as disclosed (i) Each of Offeror and the Offeror Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Offeror. (ii) Primero The Offeror Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries extent that such non-compliance would not reasonably be expected to have operated their respective businesses at a Material Adverse Effect on Offeror. Neither Offeror or any Offeror Subsidiary has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Offeror Property, except in compliance, individually or in the aggregate, with all times and Environmental Laws, except where the failure to be in such compliance would not be reasonably likely to have generated, received, a Material Adverse Effect on Offeror. All Hazardous Substances handled, usedrecycled, storeddisposed of, treatedtreated or stored on or off site of the Offeror Properties have been handled, shipped recycled, disposed of, treated and disposed stored in material compliance with all Environmental Laws except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Offeror. To the knowledge of Offeror, there are no Hazardous Substances at, in, on, under or migrating from any Offeror Property, except in material compliance with all contaminants, wastes, Environmental Laws and hazardous and toxic substances without violation of Environmental Laws;except to the extent that any failures to be in compliance would not reasonably be expected to have a Material Adverse Effect on Offeror. (iii) there have been no spills, releases, deposits Neither Offeror or discharges of pollutants any Offeror Subsidiary has treated or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwisedisposed, or arranged for the treatment or disposal, of any municipal Hazardous Substances at any location: (i) listed on any list of hazardous sites or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been sites requiring Remedial Action issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; Entity; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixii) to the knowledge of PrimeroCorporation, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (iii) which is the Primero Subsidiaries are subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Offeror or any Offeror Subsidiary. To the knowledge of Offeror, no site or facility now or previously owned, operated or leased by Offeror or any Offeror Subsidiary is listed or, to the knowledge of Offeror, is proposed for listing on any past list issued by any Governmental Entity of hazardous sites or present fact, condition sites requiring Remedial Action or circumstance is the subject of Remedial Action. (iv) Except to the extent that could would not reasonably be expected to have a Material Adverse Effect on Offeror, neither Offeror nor any Offeror Subsidiary has caused or permitted the Release of any Hazardous Substances on or to any of the Offeror Properties in such a manner as: (i) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Offeror; or (ii) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Offeror Properties or the assets of Offeror or any Offeror Subsidiary. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Offeror and except as disclosed by Offeror in the Offeror Disclosure Letter, neither Offeror nor any Offeror Subsidiary has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. (i) None of Pembina or any of its Subsidiaries is in violation of any Environmental Laws in any material respect. (ii) Each of Pembina and its Subsidiaries has all material permits, authorizations and approvals required under any applicable Environmental Laws to operate the business of Pembina and its Subsidiaries as presently conducted or for the ownership and use of the assets owned by Pembina and its Subsidiaries in compliance with all applicable Laws and are in material compliance with their requirements. (iii) Except as disclosed in the Primero Pembina Disclosure Letter, neither Pembina nor its Subsidiaries is aware of, or subject to, any material environmental investigation, remediation, reclamation or closure obligation, demand, notice or work order that presently exists with respect to any property, interests and rights of Pembina and the extent that Subsidiaries. (iv) To Pembina’s knowledge, there are no pending administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Encumbrances, orders, directions, notices of non-compliance or violation, investigation or proceedings relating to any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero Environmental Law against Pembina or any of the Primero its Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) Pembina has reasonably concluded that there have been are no spills, releases, deposits facts or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, circumstances which could would reasonably be expected to result in Liability under form the basis for any Environmental Lawsuch administrative, that have not been reportedregulatory or judicial actions, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directivessuits, demands, demand letters, claims, instructionsEncumbrances, directions orders, directions, notices of non-compliance or notices have been issued violation, investigation or proceedings, in each case that would materially adversely affect Pembina and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsits Subsidiaries, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries;taken as a whole. (v) neither Primero nor There are no costs or liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions properties or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretopermit, license or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval ofapproval, any Governmental Entity of such Environmental Approvals that are required in connection related constraints on operating activities and any potential liabilities to third parties) associated with the execution or delivery effect of this AgreementEnvironmental Laws on various business, the consummation operations and properties of the transactions contemplated herein or the continuation of the business Pembina and operations of Primero or any of the Primero its Subsidiaries following the Effective Date; (viii) Primero that would be material to Pembina and the Primero Subsidiaries have made available to Northgate all material auditsits Subsidiaries, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawstaken as a whole.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero AuRico or any of the Primero AuRico Subsidiaries: (i) Primero AuRico and the Primero AuRico Subsidiaries are and have been in compliance with with, and are not in violation of anyof, any Environmental Laws; (ii) Primero AuRico and the Primero AuRico Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits deposits, presence or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into or in the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, systems by Primero AuRico or any of the Primero SubsidiariesAuRico Subsidiaries or at, to or from Primero AuRico’s assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claimsClaims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero AuRico or any of the Primero AuRico Subsidiaries; (v) neither Primero AuRico nor any of the Primero AuRico Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero AuRico and the Primero AuRico Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero AuRico nor any of the Primero AuRico Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero AuRico or any of the Primero AuRico Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero AuRico or any of the Primero AuRico Subsidiaries following the Effective Date; (viii) Primero AuRico and the Primero AuRico Subsidiaries have made available to Northgate Alamos all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health health, and safety matters; and (ix) to the knowledge of PrimeroAuRico, none of Primero AuRico and the Primero AuRico Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. (a) Except as disclosed in Section 23 of the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero the operation of the businesses of Opta Minerals and the Primero Opta Minerals Subsidiaries, the property and assets owned or used by Opta Minerals and the Opta Minerals Subsidiaries are and the use, maintenance and operation thereof have been and are in compliance with and are not in violation of any, all Environmental Laws; (ii) Primero each of Opta Minerals and the Primero Opta Minerals Subsidiaries have operated their respective businesses at has complied in all times material respects with all reporting and have generated, received, handled, used, stored, treated, shipped and disposed of monitoring requirements under all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; and (iii) each of Opta Minerals and the Opta Minerals Subsidiaries has obtained all Environmental Permits necessary to conduct its business and to own, use and operate its properties and assets. (b) Except as disclosed in 23 of the Disclosure Letter: (i) neither Opta Minerals nor any Opta Minerals Subsidiary has ever been convicted of an offence for non-compliance with any Environmental Laws or Environmental Permits or been fined or otherwise sentenced or settled such prosecution short of conviction; (ii) neither Opta Minerals nor any Opta Minerals Subsidiary has received any notice of any non-compliance with any Environmental Laws or Environmental Permits; (iii) there the operation of the businesses of Opta Minerals and the Opta Minerals Subsidiaries, the property and assets owned or used by Opta Minerals and the Opta Minerals Subsidiaries and the use, maintenance and operation thereof have been and are in compliance with all Environmental Permits; and (iv) each of Opta Minerals and the Opta Minerals Subsidiaries has, at all times, used, generated, treated, stored, transported, disposed of or otherwise handled its Hazardous Substances in compliance with all Environmental Laws and Environmental Permits. (c) Neither Opta Minerals nor any Opta Minerals Subsidiary is, and, to the knowledge of Opta Minerals, there is no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero reasonable basis upon which Opta Minerals or any of the Primero SubsidiariesOpta Minerals Subsidiaries could become, responsible for any material clean-up or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability corrective action under any Environmental Laws. (d) Opta Mineral has provided to the Acquiror true and complete copies of all reports or other documents in its possession or the possession of the Opta Minerals Subsidiaries relating to compliance with Environmental Laws or Environmental Permits.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero Mortgagor represents and warrants, based upon an environmental assessment of the Primero Subsidiaries are Mortgaged Property and information that Mortgagor knows or should have reasonably known that: except as indicated in the environmental report delivered by Mortgagor to Mortgagee or as otherwise disclosed in writing to Mortgagee at or prior to the date hereof: (a) no portion of the Mortgaged Property has ever been used by the Mortgagor or any former owner, occupant or operator to generate, manufacture, refine, produce, treat, store, handle, dispose of, transfer, process or transport Hazardous Substances, whether or not any of those parties has received notice or advice from any governmental agency or other source with respect thereto; (b) no portion of the Mortgaged Property is now nor at any time that Mortgagor has owned the Mortgaged Property, nor at any time prior to Mortgagor acquiring title to the Mortgaged Property has ever been, used as a "Major Facility," as that term is defined in the Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq. (said Spill Compensation and Control Act together with any amendments or revisions thereof and any regulations promulgated pursuant thereto being hereinafter collectively called the "Spill Act"), and that Mortgagor has not used, and does not intend to use, any portion of the Mortgaged Property for that purpose; (c) at any time that Mortgagor has owned the Mortgaged Property and at any time prior to Mortgagor acquiring title to the Mortgaged Property, Hazardous Substances have not been transported from the Mortgaged Property to another location which is not in compliance with all Environmental Laws; and (d) there are no environmental permits required for current or anticipated uses of the Mortgaged Property; (e) no lien has been attached to the Mortgaged Property under the Spill Act or any other Environmental Laws; and (f) Mortgagor has not in violation of anythe past, Environmental Laws;and does not now own, operate or control any "Major Facility" (as such term is defined in the Spill Act) or any hazardous or solid waste disposal facility. (ii) Primero If a lien is filed against the Mortgaged Property pursuant to the Spill Act or any other Environmental Law (other than any such lien which is filed with respect to any state of facts that first come into existence after the Mortgagee or any third party that is not related to or affiliated with Mortgagor acquires title to the Mortgaged Property through foreclosure of this Mortgage or a deed in lieu thereof), Mortgagor shall immediately either: (i) pay the claim and remove the lien from the Mortgaged Property, or (ii) furnish (a) a bond reasonably satisfactory to Mortgagee and the Primero Subsidiaries have operated their respective businesses at title insurance company which insures the priority of the lien of this Mortgage in the amount of the claim out of which the lien arises, (b) a cash deposit in the amount of the claim out of which the lien arises, or (c) other security reasonably satisfactory to Mortgagee in an amount sufficient to discharge the claim out of which the lien arises. In addition to the foregoing, Mortgagor hereby agrees to defend, indemnify and to save Mortgagee harmless from and against all times loss, damage, liability and have generatedexpense (including reasonable attorney's fees and expenses) which Mortgagee may sustain by reason of any lien filed against the Mortgaged Property pursuant to the Spill Act or any other federal, receivedstate or local laws, handledordinances, usedrules or regulations. Mortgagor shall be personally liable to Mortgagee for the foregoing notwithstanding any exculpatory provisions contained in this Mortgage, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws;the Note or the other Loan Documents. (iii) there have been no spillsAll references herein to executives, releasesdepartments, deposits or discharges funds, statutes, and acts of pollutants or hazardous or toxic substancesthe State of New Jersey are not intended to be exclusive and shall be deemed to apply to any successors, contaminants or wastes into the earthreplacements, air or into amendments, thereof and any body additional statutes, rules, regulations, organizations and persons of watera similar nature, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, State of New Jersey or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;the United State of America. (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectUpon Mortgagee's request, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant in all events no later than sixty (60) days prior to any Environmental Laws that any work"closing, undertaking, study, report, assessment, repairs, constructions terminating or other expenditures are required to be made by it transferring operations" (as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes such term is defined in the statusNew Jersey Industrial Site Recovery Act, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewalSenate No. 1070, modificationN.J. Laws 1993, revocationc. 139 (effective June 16, reassurance1993), alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.N.J.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does notwould not reasonably be expected, individually or in the aggregate, have a Material Adverse Effect on Primero to result in any material liability for the Company or any of the Primero its Subsidiaries: (ia) Primero the Company and the Primero its Subsidiaries are and since January 1, 2009 have been in compliance with all applicable Environmental Laws, including, but not limited to, possessing and are not in violation complying with all Company Permits required for their operations or occupation of any, any real property under applicable Environmental Laws; (iib) Primero and there is no pending or threatened Proceeding pursuant to any Environmental Law against the Primero Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries have operated their respective businesses at all times and have generatedhas received written notice from any Person, receivedincluding but not limited to any Governmental Authority, handled, used, stored, treated, shipped and disposed alleging that the Company or any of all contaminants, wastes, and hazardous and toxic substances without its Subsidiaries has been or is in violation or potentially in violation of any applicable Environmental LawsLaw or otherwise may be liable under any applicable Environmental Law, which violation or liability is unresolved. Neither the Company nor any of its Subsidiaries is a party or subject to any administrative or judicial Order or decree pursuant to Environmental Law; (iiic) with respect to the Owned Real Property and the Leased Real Property and any properties formerly owned, leased or operated by the Company or any of its Subsidiaries, there have been no Releases, spills, releases, deposits or discharges of pollutants Hazardous Materials on, in, from or hazardous underneath any of such properties or toxic substances, contaminants facilities that (i) has caused environmental contamination at such properties or wastes into facilities that has resulted or would result in an obligation of the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Company or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected its Subsidiaries to result in Liability under any remediate such environmental contamination pursuant to applicable Environmental Law, that have not been reported, mitigated and remedied or (ii) has resulted or would result in compliance with liability of the Company or any of its Subsidiaries pursuant to applicable Environmental Laws;Law; and (ivd) no ordersthe Company has furnished to Parent copies of all material environmental audits, notificationsassessments and reports, directivesand all other material documents bearing on environmental, demandshealth or safety liabilities, claimsin its possession, instructionsprepared since January 1, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law2009, relating to the business past or assets of Primero current operations, properties or any facilities of the Primero Company or its Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed (a) Continental and each of its Subsidiaries is in the Primero Disclosure Lettercompliance with applicable Environmental Law in all material respects. (b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the extent that any violation knowledge of Continental, pending or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero threatened against Continental or any of the Primero Subsidiaries: (i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any respect of the Primero Subsidiaries, Exploration Rights Areas operated by Continental's Subsidiaries in any court or from Primero assets before any arbitrator of any kind or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions before or notices have been issued and remain outstanding by any Governmental Entity pursuant to Entity. (c) All Environmental Permits which are necessary under any applicable Environmental Laws, whether or not have Law for the force of law, relating to the business or assets of Primero or any operation by Continental's Subsidiaries of the Primero Subsidiaries; Exploration Rights Areas operated by them (vas such Exploration Rights Areas are operated by Continental's Subsidiaries as at the date of this Agreement) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero have been duly obtained and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and neither Primero nor there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits. (d) None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental's Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental. (e) No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law. (f) No activities or operations of Continental or its Subsidiaries in respect of the Primero Exploration Rights Areas operated by Continental's Subsidiaries has received any notification are the subject of investigation or written notice from any Governmental Entity pursuant requiring material remedial action to respond to a Release of any Contaminant. (g) Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Laws that Activity in violation of any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required applicable Environmental Law which activities would lead to be made by it as a condition the imposition of continued compliance with any Environmental Lawsliability on, or any Environmental Approvals issued pursuant theretoa remediation order against, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Continental or any of the Primero its Subsidiaries. (h) Neither Continental nor any of its Subsidiaries has filed any written notice or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment report of any such Environmental Approvals, or any review by, or approval of, a Release of a Contaminant with any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation respect of the transactions contemplated herein Exploration Rights Areas operated by Continental or the continuation any part thereof. (i) No order, instruction or direction of the business and operations of Primero any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Exploration Rights Areas operated by Continental under any applicable Environmental LawsLaw.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Primero or any of IMA and the Primero IMA Subsidiaries, to IMA’s knowledge: (i) Primero IMA and the Primero IMA Subsidiaries are and have been in compliance in all material respects with and are not in violation of any, Environmental Laws; (ii) Primero IMA and the Primero IMA Subsidiaries have operated their respective businesses business at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero IMA or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, IMA Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied; (iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Primero administrative proceeding which may affect either IMA or any of the Primero SubsidiariesIMA Subsidiaries or any of the properties or assets of IMA or the IMA Subsidiaries relating to or alleging any violation of Environmental Laws; (v) neither Primero IMA nor any of the Primero IMA Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and (vi) Primero IMA and the Primero IMA Subsidiaries hold all Environmental Approvals licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on IMA, and neither Primero IMA nor any of the Primero IMA Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or and neither IMA nor any of the Primero IMA Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Lawsthe IMA Public Documents.

Environmental. Except as disclosed Neither Holdings nor any of its Subsidiaries nor any of their respective Facilities or operations are subject to any outstanding written order, consent decree or settlement agreement with any Person relating to (a) any Environmental Law, (b) any Environmental Claim, or (c) any Hazardous Materials Activity that, individually or in the Primero Disclosure Letteraggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries has received any letter or request for information under Section 104 of the Comprehensive Environmental Response, Compensation, and Liability Act (42 U.S.C. Section 9604) or any comparable state law which could reasonably be expected to have a Material Adverse Effect. There are and, to Company's knowledge, have been no conditions, occurrences, or Hazardous Materials Activities which could reasonably be expected to form the extent that basis of an 84 CREDIT AND GUARANTY AGREEMENT EXECUTION 824610-New York Server 7A Environmental Claim against Holdings or any violation of its Subsidiaries that, individually or other matter referred in the aggregate, could reasonably be expected to have a Material Adverse Effect. Neither Holdings nor any of its Subsidiaries nor, to Company's knowledge, any predecessor of Holdings or any of its Subsidiaries has treated, stored or disposed of any hazardous waste at any Facility, and none of Holdings' or any of its Subsidiaries' operations involves the treatment, storage or disposal of hazardous waste that, in this subsection does each case, would require a permit under RCRA. Compliance with all current or reasonably foreseeable future requirements pursuant to or under Environmental Laws will not, individually or in the aggregate, have a reasonable possibility of giving rise to a Material Adverse Effect on Primero Effect. Notwithstanding anything in this Section 4.14 to the contrary, no event or condition has occurred or is occurring with respect to Holdings or any of the Primero Subsidiaries: (i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation relating to any Environmental Law, any Release of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseHazardous Materials, or any municipal Hazardous Materials Activity which individually or other sewer in the aggregate has had or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Effect.

Environmental. Matters Except as disclosed set forth in the Primero Disclosure Letter, or Farmland SEC Documents filed prior to the extent that any violation or other matter referred to in this subsection does notdate hereof and with such exceptions as, individually or in the aggregate, have not had, and would not reasonably be expected to have, a Material Adverse Effect on Primero Farmland (i) no notice, notification, demand, request for information, citation, summons, complaint or order has been received by, and no investigation, action, claim, suit, proceeding or review is pending or, to the knowledge of Farmland or any of the Primero its Subsidiaries: , threatened by any Person against, Farmland or any of its Subsidiaries, and no penalty has been assessed against Farmland or any of its Subsidiaries, in each case, with respect to any matters relating to or arising out of any Environmental Law; (iii) Primero Farmland and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, all Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; ; (iii) there have been are no spills, releases, deposits liabilities of Farmland or discharges any of pollutants its Subsidiaries relating to or hazardous or toxic substances, contaminants or wastes into the earth, air or into arising out of any body Environmental Law of waterany kind whatsoever, whether surface accrued, contingent, absolute, determined, determinable or otherwise, and there is no existing condition, situation or any municipal or other sewer or drain or drinking or water systems, by Primero or any set of the Primero Subsidiaries, or from Primero assets or operations, circumstances which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated such a liability; and remedied in compliance with Environmental Laws; (iv) there has been no ordersenvironmental investigation, notificationsstudy, directivesaudit, demandstest, claims, instructions, directions review or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force other analysis conducted of law, relating which Farmland has knowledge in relation to the current or prior business or assets of Primero Farmland or any of the Primero Subsidiaries; (v) neither Primero nor its Subsidiaries or any property or facility now or previously owned, leased or operated by Farmland or any of the Primero its Subsidiaries which has failed not been delivered to report CHSC at least five days prior to the proper Governmental Entity the occurrence date hereof. All liabilities of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor Farmland or any of the Primero its Subsidiaries has received any notification from any Governmental Entity pursuant relating to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions arising out of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment Law of any such Environmental Approvalskind whatsoever have been adequately reserved for on the financial statements of Farmland, or any review byfor unconsolidated Subsidiaries, or approval of, any Governmental Entity on the financial statements of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsSubsidiaries.

Environmental. Except To the best of their knowledge, all operations of eLandia have been conducted, and are now, in compliance with all Environmental Laws. eLandia is not aware of, nor is subject to: (i) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any Material work, repairs, construction or expenditures; (ii) any demand or notice with respect to the breach of any Environmental Laws applicable to eLandia; (iii) none of the real properties currently or, formerly owned, leased or used by eLandia, any predecessor of eLandia or over which any of them has or had charge, management or control (such property, the “eLandia Real Properties”): A. has never been used by any Person as disclosed in the Primero Disclosure Lettera waste disposal site or as a licensed landfill, or B. has ever had asbestos, asbestos-containing minerals, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them; (iv) no properties adjacent to any of the extent that any violation or other matter referred eLandia Real Property are contaminated where such contamination could, if it migrated to in this subsection does not, individually or in the aggregatean eLandia Real Property, have a Material Adverse Effect on Primero that eLandia Real Property; (v) eLandia has transported, removed or disposed of any waste to a location outside of Canada or of the U.S.; (vi) there are no contaminants located in the ground or in groundwater under any of the Primero SubsidiarieseLandia Real Properties; (vii) eLandia has never been required by any governmental entity to: A. alter any of the eLandia Real Properties in a Material way in order to be in compliance with environmental laws or regulations, or B. perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any eLandia Real Property; (viii) eLandia is not aware of, or is subject to: A. any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any work, repairs, construction or expenditures, or B. any demand or notice with respect to the breach of any environmental laws or regulations applicable to eLandia; (ix) eLandia Technologies, Inc., a wholly owned subsidiary of eLandia, has obtained and owns the U.S. Virgin Islands License and the Bloomington License; (x) eLandia has obtained all Material licenses which are required under applicable Environmental Laws in connection with the conduct of the business or operations of eLandia. Each of such licenses is in full force and effect and eLandia are in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition: (iA) Primero No order has been issued, no environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the Primero Subsidiaries are and knowledge of eLandia, threatened by any governmental or regulatory authority with respect to any alleged failure by eLandia to have been any license required under applicable Environmental Laws in compliance connection with and are not in violation the conduct of anytheir business or operations of eLandia or with respect to any generation, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedtreatment, receivedstorage, handledrecycling, usedtransportation, storeddischarge, treated, shipped and disposed disposal or release of all contaminants, wastesany Hazardous Material generated by eLandia, and hazardous and toxic substances without violation to the knowledge of Environmental Laws; (iii) eLandia, there have been are no spills, releases, deposits facts or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operationscircumstances in existence, which could reasonably be expected to result in Liability form the basis for any such order, environmental Claim, penalty, investigation or review. (B) eLandia does not own, operate or lease a treatment, storage or disposal facility requiring a permit under the U.S. Resource Conservation and Recovery Act, as amended, or under any Environmental comparable foreign Law; and, that have not without limiting the foregoing, (i) no polychlorinated biphenyl is or has been reportedpresent, mitigated (ii) no asbestos or asbestos-containing material is or has been present, (iii) there are no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and remedied in compliance with Environmental Laws; (iv) no ordersHazardous Material has been released in a quantity reportable under, notificationsor in violation of, directivesany Environmental Law or otherwise released, demandsin the cases of clauses (i) through (iv), claimsat, instructionson or under any site or facility now or previously owned, directions operated or notices leased by eLandia. (C) eLandia has not transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by non-U.S. or U.S. federal, state or local governmental or regulatory authorities that may lead to environmental Claims against eLandia. (D) No Hazardous Material generated by eLandia has been recycled, treated, stored, disposed of or released by eLandia at any location. (E) No written notification of a release of a Hazardous Material has been filed by or on behalf of eLandia and no site or facility now or previously owned, operated or leased by eLandia is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up. (F) There have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsno environmental investigations, whether or not have the force of lawstudies, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsaudits, all such Environmental Approvals are in full force and effecttests, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions reviews or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoanalyses conducted by, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval possession of, eLandia in relation to any Governmental Entity of such Environmental Approvals that are required in connection with site or facility now or previously owned, operated or leased by eLandia which have not been delivered to Datec prior to the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. To the best of their knowledge, all operations of Datec and the Datec Subsidiaries have been conducted, and are now, in compliance with all Environmental Laws. Except as Datec has publicly disclosed in documents filed with all applicable securities commissions, neither Datec nor any of the Primero Disclosure LetterDatec Subsidiaries is aware of, or is subject to: (i) any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any Material work, repairs, construction or expenditures; (ii) any demand or notice with respect to the extent that breach of any violation Environmental Laws applicable to Datec or other matter referred the Datec Subsidiaries; (iii) none of the real properties currently or, formerly owned, leased or used by Datec, any predecessor of Datec or the Datec Subsidiaries or over which any of them has or had charge, management or control (such property, the “Datec Real Properties”): A. has never been used by any Person as a waste disposal site or as a licensed landfill, or B. has ever had asbestos, asbestos-containing minerals, PCBs, radioactive substances or aboveground or underground storage systems, active or abandoned, located on, at or under them; (iv) no properties adjacent to in this subsection does notany of the Datec Real Property are contaminated where such contamination could, individually or in the aggregateif it migrated to a Datec Real Property, have a Material Adverse Effect on Primero that Datec Real Property; (v) neither Datec nor the Datec Subsidiaries has transported, removed or disposed of any waste to a location outside of Canada or of the U.S.; (vi) there are no contaminants located in the ground or in groundwater under any of the Primero Datec Real Properties; (vii) neither Datec nor the Datec Subsidiaries has been required by any governmental entity to: A. alter any of the Datec Real Properties in a Material way in order to be in compliance with environmental laws or regulations, or B. perform any environmental closure, decommissioning, rehabilitation, restoration or post-remedial investigations, on, about, or in connection with any Datec Real Property; (viii) neither Datec nor the Datec Subsidiaries is aware of, or is subject to: A. any proceeding, application, order or directive which relates to environmental health or safety matters, and which may require any work, repairs, construction or expenditures, or B. any demand or notice with respect to the breach of any environmental laws or regulations applicable to Datec or the Datec Subsidiaries; (ix) Datec and the Datec Subsidiaries have obtained all Material licenses which are required under applicable Environmental Laws in connection with the conduct of the business or operations of Datec and the Datec Subsidiaries. Each of such licenses is in full force and effect and Datec and the Datec Subsidiaries are in compliance in all Material respects with the terms and conditions of all such licenses and with any applicable Environmental Law. In addition: (iA) Primero No order has been issued, no environmental Claim has been filed, no penalty has been assessed and no investigation or review is pending or, to the Primero knowledge of Datec or the Datec Subsidiaries, threatened by any governmental or regulatory authority with respect to any alleged failure by Datec or the Datec Subsidiaries are and to have been any license required under applicable Environmental Laws in compliance connection with and are not in violation the conduct of anytheir business or operations of Datec or the Datec Subsidiaries or with respect to any generation, Environmental Laws; (ii) Primero and treatment, storage, recycling, transportation, discharge, disposal or release of any Hazardous Material generated by Datec or the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastesDatec Subsidiaries, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into to the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any knowledge of the Primero SubsidiariesDatec Parties, there are no facts or from Primero assets or operationscircumstances in existence, which could reasonably be expected to result in Liability form the basis for any such order, environmental Claim, penalty, investigation or review. (B) Datec and the Datec Subsidiaries do not own, operate or lease a treatment, storage or disposal facility requiring a permit under the U.S. Resource Conservation and Recovery Act, as amended, or under any Environmental comparable foreign Law; and, that have not without limiting the foregoing, (i) no polychlorinated biphenyl is or has been reportedpresent, mitigated (ii) no asbestos or asbestos-containing material is or has been present, (iii) there are no underground storage tanks or surface impoundments for Hazardous Materials, active or abandoned, and remedied in compliance with Environmental Laws; (iv) no ordersHazardous Material has been released in a quantity reportable under, notificationsor in violation of, directivesany Environmental Law or otherwise released, demandsin the cases of clauses (i) through (iv), claimsat, instructionson or under any site or facility now or previously owned, directions operated or notices leased by Datec of the Datec Subsidiaries. (C) Datec and the Datec Subsidiaries have not transported or arranged for the transportation of any Hazardous Material to any location that is (i) listed on the NPL under CERCLA, (ii) listed for possible inclusion on the NPL by the Environmental Protection Agency in CERCLIS or on any similar state or local list or (iii) the subject of enforcement actions by non-U.S. or U.S. federal, state or local governmental or regulatory authorities that may lead to environmental Claims against Datec or the Datec Subsidiaries. (D) No Hazardous Material generated by the Datec Parties has been recycled, treated, stored, disposed of or released by Datec or the Datec Subsidiaries at any location. (E) No written notification of a release of a Hazardous Material has been filed by or on behalf of Datec or the Datec Subsidiaries and no site or facility now or previously owned, operated or leased by Datec or the Datec Subsidiaries is listed or proposed for listing on the NPL, CERCLIS or any similar state or local list of sites requiring investigation or clean-up. (F) There have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Lawsno environmental investigations, whether or not have the force of lawstudies, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsaudits, all such Environmental Approvals are in full force and effecttests, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions reviews or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoanalyses conducted by, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval possession of, Datec or the Datec Subsidiaries in relation to any Governmental Entity of such Environmental Approvals that are required in connection with site or facility now or previously owned, operated or leased by Datec or the Datec Subsidiaries which have not been delivered to eLandia prior to the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed in the Primero Silver Quest Disclosure Letter: (i) Each of Silver Quest and the Silver Quest Subsidiaries has carried on its operations in compliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Silver Quest. (i) Primero The Targeted Properties have not been used by Silver Quest or any Silver Quest Subsidiary to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero extent that such non-compliance would not reasonably be expected to have a Material Adverse Effect on Silver Quest (as a whole). Neither Silver Quest nor any of the Silver Quest Subsidiaries are and has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Targeted Properties, except in compliance, individually or in the aggregate, with all Environmental Laws, except where the failure to be in such compliance would not be reasonably be expected to have a Material Adverse Effect on Silver Quest taken as a whole. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the Targeted Properties by Silver Quest or any Silver Quest Subsidiary have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Silver Quest taken as a whole. To the knowledge of Silver Quest, there are no Hazardous Substances at, in, on, under or migrating from the Targeted Properties, except in material compliance with all Environmental Laws and except to the extent that any failures to be in compliance with and are would not in violation of any, Environmental Laws;reasonably be expected to have a Material Adverse Effect on Silver Quest. (ii) Primero and Neither Silver Quest nor the Primero Silver Quest Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and has treated or disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseof, or arranged for the treatment or disposal of, any municipal Hazardous Substances at any location: (A) listed on any list of hazardous sites or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been sites requiring Remedial Action issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; Entity; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixB) to the knowledge of PrimeroSilver Quest, none proposed for listing on any list issued by any Governmental Entity of Primero and hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the Primero subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Silver Quest or the Silver Quest Subsidiaries. To the knowledge of Silver Quest, no site or facility now or previously owned, operated or leased by Silver Quest or the Silver Quest Subsidiaries are is listed or, to the knowledge of Silver Quest, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (iii) Except to any past or present fact, condition or circumstance the extent that could it would not reasonably be expected to have a Material Adverse Effect on Silver Quest, neither Silver Quest nor any Silver Quest Subsidiary has caused or permitted the Release of any Hazardous Substances on or to the Targeted Properties in such a manner as: (A) would reasonably be expected to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Silver Quest; or (B) would be reasonably expected to result in imposition of a lien, charge or other Encumbrance or the expropriation of the Targeted Properties or the assets of Silver Quest or the Silver Quest Subsidiaries. (iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Silver Quest and except as disclosed in the Silver Quest Disclosure Letter, neither Silver Quest nor the Silver Quest Subsidiaries has received from any Person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date of this Agreement.

Environmental. Except insofar as disclosed inaccuracies in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, following statements would not have a Material Adverse Effect on Primero WikiLoan (and with respect to properties formerly owned or any leased by WikiLoan, only with respect to such period of the Primero Subsidiaries: ownership or lease): (i) Primero the properties owned or leased by WikiLoan and properties formerly owned or leased by WikiLoan for which WikiLoan has contractual liability (the Primero Subsidiaries “WikiLoan Properties”) are and have been or were, as the case may be, in compliance in all material respects with and are not in violation of any, all Environmental Laws; ; (ii) Primero no enforcement actions are pending or, to WikiLoan's knowledge, threatened against WikiLoan and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed no notice of all contaminants, wastes, and potential liability or administrative or judicial proceedings (including notices regarding clean up of off-site third party hazardous and toxic substances without violation of Environmental Laws; waste sites) has been received by WikiLoan; (iii) there have been no spillsdoes not now exist on any WikiLoan Properties currently owned or leased by WikiLoan, releasesand there has not occurred on, deposits from or discharges under WikiLoan Properties, a material disposal or Release of pollutants or hazardous or toxic substancesHazardous Materials, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) WikiLoan Properties contain no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; unregistered underground storage tanks; (v) neither Primero nor WikiLoan nor, to WikiLoan's knowledge, any of the Primero Subsidiaries their respective predecessors has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws contingent liability in connection with the operation release of any Hazardous Materials into the environment; and (vi) WikiLoan nor, to WikiLoan's knowledge, any of their respective businesses and predecessors has (A) given any release or waiver of liability that would waive or impair any claim based on Hazardous Materials to any current or prior tenant or owner of any real property owned or leased at any time by WikiLoan or to any party who may be potentially responsible for the ownership and use including rehabilitation presence of Hazardous Materials on any such real property; or (B) made any promise of indemnification to any party regarding Hazardous Materials that may be located on any real property owned or leased at any time by WikiLoan or, to WikiLoan's knowledge, any of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any predecessors. The WikiLoan Disclosure Schedule contains a description of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as environmental indemnities of which either WikiLoan is a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsbeneficiary.

Environmental. Except as disclosed in the Primero Disclosure Letterset forth on Schedule 5.22 or as could not reasonably be expected, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, to have a Material Adverse Effect on Primero Effect: (a) Sellers' operations and properties, and the operations and properties of each of their respective subsidiaries, relating to the Business comply with all applicable Environmental Laws and Environmental Permits. Any past non-compliance with such Environmental Laws and Environmental Permits has been resolved without ongoing obligations or costs, and no circumstances exist that could (A) form the basis of an Environmental Action against Sellers, any of their respective subsidiaries or any of the Primero Subsidiaries: their properties or (iB) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or cause any of the Primero SubsidiariesPurchased Assets or the Business to be subject to any restrictions on ownership, occupancy, use or from Primero assets or operations, which could reasonably be expected to result in Liability transferability under any Environmental Law. (b) None of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries is, that and, to the Knowledge of Sellers, no property formerly owned or operated by Sellers or any of their respective subsidiaries, is listed or proposed for listing on the NPL or on the CERCLIS or any analogous foreign, state or local list; there are no underground or aboveground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries; and Hazardous Materials have not been reportedreleased, mitigated discharged or disposed of on, under or from any of the Purchased Assets or other property currently owned or operated by Sellers or any of their respective subsidiaries. (c) Neither Sellers nor any of their respective subsidiaries has received a request for information or has been identified as a potentially responsible party relating to any actual or threatened Release of Hazardous Materials at any site, location or operation relating to the operations of the Business; neither Sellers nor any of their respective subsidiaries is undertaking, and remedied has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release of Hazardous Materials at any site, location or operation relating to the operations of the Business, either voluntarily or pursuant to the order of any Governmental Body or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any of the Purchased Assets or other property relating to the Business currently owned or operated by Sellers or any of their respective subsidiaries have been used, sold or disposed of in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. The representations and warranties set forth in this Section 4.18 are TransTex’s sole and exclusive representations and warranties regarding environmental matters. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any Section 4.18 of the Primero SubsidiariesDisclosure Schedules: (ia) Primero The operations of TransTex with respect to the Business and the Primero Subsidiaries Acquired Real Property are currently and have been in compliance with all Environmental Laws during the time such Business and Acquired Real Property have been owned and operated by TransTex; (b) TransTex has possessed and is in possession of all Environmental Permits required under any applicable Environmental Law for the conduct or operation of the Business (or any part thereof), and TransTex has operated and is operating in compliance with such Environmental Permits. All such Environmental Permits are in full force and effect and shall be maintained in full force and effect by TransTex through the Closing Date in accordance with Environmental Law, and TransTex is not aware of any condition, event or circumstance that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation or use of the Acquired Real Property. With respect to any such Environmental Permits, TransTex has undertaken, or will undertake prior to the Closing Date, all measures necessary to facilitate transferability of the same to Buyer, and TransTex is not aware of any condition, event or circumstance that might prevent or impede the transferability of the Environmental Permits to Buyer; (c) TransTex has not generated, used, treated or stored, transported to or from, or released or disposed of any Hazardous Substances on or at the Acquired Real Property except in accordance with all applicable Environmental Permits and Environmental Laws and to the Knowledge of TransTex, no such occurrence has otherwise occurred at or from the Acquired Real Property; (d) TransTex has not received any notice from any Governmental Authority or any other Person that the Business or the operation of any facility of TransTex is in violation of anyany Environmental Law or any Environmental Permit or that it is responsible (or potentially responsible) for the Release or cleanup of any Hazardous Substances at any site; (e) TransTex has not been the subject of any federal, state, local, or private Action involving a demand for damages or other potential Liability with respect to a violation of or Liability under Environmental Laws; (iif) Primero and No by-products of any manufacturing, gas treating or similar process employed in the Primero Subsidiaries operation of the Business which may constitute Hazardous Substances under any Environmental Law have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed been stored or otherwise located on any of all contaminants, wastes, and hazardous and toxic substances without violation of the Acquired Real Property (except in compliance with any applicable Environmental LawsLaw); (iiig) there have been no spillsNo property now or previously owned, releasesleased or operated by TransTex, deposits or discharges is listed or, to the Knowledge of pollutants or hazardous or toxic substancesTransTex, contaminants or wastes into proposed for listing on the earthNational Priorities List pursuant to CERCLA, air or into any body of water, whether surface or otherwiseon the CERCLIS, or on any municipal other federal or state list of sites requiring or subject to investigation or remediation; (h) There are currently no Underground Storage Tanks, active or abandoned, including petroleum storage tanks, on or under any property now or previously owned, leased or operated by TransTex and to the Knowledge of TransTex, no underground storage tanks have previously existed on such property; (i) TransTex has not transported or arranged for the transportation of any Hazardous Substances to any location that is listed or proposed for listing on the National Priorities List pursuant to CERCLA, on the CERCLIS, or on any other sewer federal or drain state list of sites requiring or drinking subject to investigation or water systemsremediation or which is the subject of federal, state or local enforcement actions or investigations; (j) There are no polychlorinated biphenyls, radioactive materials or friable asbestos or asbestos-containing materials present at any property now or previously owned or leased by Primero TransTex; (k) To the Knowledge of TransTex, there are no facts or circumstances, conditions or occurrences that could reasonably be anticipated: (i) to form the basis of any Action related to Environmental Laws or Environmental Permits against TransTex or any Acquired Real Property for which TransTex could be reasonably expected to be liable; and (ii) to cause such properties to be subject to any restrictions on its ownership, occupancy, use or transferability under any Environmental Law or Environmental Permit; (l) To the Knowledge of TransTex, no condition, event or circumstance concerning the Release or regulation of Hazardous Substances exists that would, after the Closing Date, prevent, impede or materially increase the costs associated with the ownership, lease, operation, performance or use of the Business or the Acquired Real Property as currently being carried out; and (m) TransTex has timely filed all reports required to be filed with respect to all of its property and facilities and has generated and maintained all required data, documentation and records under all applicable Environmental Laws. TransTex has made available to Buyer true, correct and complete copies and results of the reports, audits, assessments, reviews, studies, analyses, tests and monitoring listed in Section 4.18 of the Disclosure Schedules pertaining to Hazardous Substances or related to activities of the Business involving Hazardous Substances in, on or under any of the Primero Subsidiaries, Purchased Assets or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in concerning compliance by TransTex with Environmental Laws; , and Section 4.18 of the Disclosure Schedules includes a list of all such documents in TransTex’ possession, custody, or control. To the Knowledge of TransTex, there are no Liens (ivother than Permitted Liens) no orders, notifications, directives, demands, claims, instructions, directions arising under or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether Law or not have the force of law, relating to the business or assets of Primero or Environmental Permit on any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsPurchased Assets.

Environmental. Except Opco acknowledges, covenants and agrees as disclosed in follows: (a) that the Primero Disclosure LetterPartnership, either itself or to the extent that through its employees or agents, has not made and Opco has not relied upon, any violation representations, warranties or other matter referred to in this subsection does not, individually assurances from the Partnership or in the aggregate, have a Material Adverse Effect on Primero its employees or any of the Primero Subsidiariesagents as to: (i) Primero the existence, nature or extent of any Contaminants on or in the soils, surface water or groundwater of the LIL Land Area or any part of it or anything situated thereon; or (ii) the need to remediate the soil, surface water or groundwater of the LIL Land Area or any part of it to comply with the provisions of Environmental Laws; (b) the use of and operations on the Primero Subsidiaries are LIL Land Area under this Agreement shall at all times and have been in compliance all respects comply with and are abide by the requirements of all Environmental Laws; (c) no Contaminants shall be brought onto the LIL Land Area or Released therefrom as a result of or in the course of the use and occupation of the LIL Land Area under this Agreement, except in accordance with all Environmental Laws; (d) Opco shall promptly provide to the Partnership a copy of any environmental site investigation, assessment, audit, report or test results relating to the LIL Land Area or anything situated thereon conducted by or for Opco at any time; (e) Opco shall promptly notify the Partnership in writing of any Release of a Contaminant in the course of the use and occupation of the LIL or the LIL Land Area under this Agreement or any other occurrence or condition on the LIL Land Area that: (i) is not in violation of any, accordance with Environmental Laws; (ii) Primero and does or could contaminate the Primero Subsidiaries have operated their respective businesses at all times and have generatedsoils or groundwater of the LIL Land Area; or (iii) could subject either Opco or the Partnership to any Claims, receivedfines, handledpenalties, usedorders, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of investigations or proceedings under Environmental Laws; (iiif) there have been no spillsOpco shall comply with any lawful order made under Environmental Laws concerning the clean up or remediation of the LIL Land Area or neighbouring lands that is required as a result of any Release of any Contaminant in, releases, deposits under or discharges upon the LIL Land Area due to the use or occupation thereof under this Agreement; (g) upon the expiry of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, LIL Lease Term or any municipal earlier termination thereof Opco shall carry out any clean up or other sewer remediation of the LIL Land Area that is required as a result of any Release of any Contaminant in, under or drain upon the LIL Land Area due to the use or drinking occupation thereof during the LIL Lease Term to and in accordance with the standards prescribed by Environmental Laws and without limitation shall: (i) commence and complete, at its sole risk and expense, such clean up and remediation; (ii) dispose of any contaminated soil or water systemsor Contaminant taken from the LIL Land Area, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance accordance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixiii) replace any contaminated soil removed from the LIL Land Area with clean fill as appropriate under the circumstances; and (h) it shall indemnify, defend and save harmless the Partnership in respect of all claims for bodily injury (including death), property damage or other loss or damage, including damage to property outside the knowledge LIL Land Area, arising out of Primeroor in any way connected with the manufacture, none storage, transportation, handling and Release of Primero and Contaminants on or from the Primero Subsidiaries are subject to LIL Land Area by Opco, or by any past agent, employee, O&M Contractor or present fact, condition or circumstance that could reasonably be expected to result any other party for whom Opco is responsible in Liability under any Environmental Lawslaw.

Environmental. Except as disclosed (i) Each of Yamana and the Yamana Material Subsidiaries has carried on its operations in the Primero Disclosure Lettercompliance with all applicable Environmental Laws, or except to the extent that any violation or other matter referred a failure to be in this subsection does notsuch compliance, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Yamana. (ii) Primero (A) To Yamana’s knowledge, the Yamana Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws and except to the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could extent that such non-compliance would not reasonably be expected to result have a Material Adverse Effect on Corporation; (B) none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Yamana Property, except in Liability under any Environmental Lawcompliance, that have not been reportedindividually or in the aggregate, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any all Environmental Laws, whether except where the failure to be in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; (C) all Hazardous Substances handled, recycled, disposed of, treated or not stored on or off site of the Yamana Properties have the force of lawbeen handled, relating recycled, disposed of, treated and stored in material compliance with all Environmental Laws except to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required extent that a failure to be so reported by any Environmental Laws; in such compliance would not be reasonably likely to have a Material Adverse Effect on Yamana; and (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ixD) to the knowledge of PrimeroYamana, none of Primero there are no Hazardous Substances at, in, on, under or migrating from any Yamana Property, except in material compliance with all Environmental Laws and except to the Primero Subsidiaries are subject extent that any failures to any past or present fact, condition or circumstance that could be in compliance would not reasonably be expected to have a Material Adverse Effect on Yamana. (iii) To the knowledge of Yamana, none of Yamana or the Yamana Material Subsidiaries has treated or disposed, or arranged for the treatment or disposal, of any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Entity; (B) proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Entity that creates the reasonable potential for any proceeding, action, or other claim against Yamana or a Yamana Material Subsidiary. To the knowledge of Yamana, no site or facility now or previously owned, operated or leased by Yamana or a Yamana Material Subsidiary is listed or, to the knowledge of Yamana, is proposed for listing on any list issued by any Governmental Entity of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action. (iv) Except to the extent that would not reasonably be expected to have a Material Adverse Effect on Yamana, none of Yamana or the Yamana Material Subsidiaries has caused or permitted the Release of any Hazardous Substances on or to any of the Yamana Properties in such a manner as: (A) would be reasonably likely to impose Liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such Liability would not have a Material Adverse Effect on Yamana; or (B) would be reasonably likely to result in imposition of a lien, charge or other encumbrance or the expropriation of any of the Yamana Properties or the assets of Yamana or a Yamana Material Subsidiary. (v) Except to the extent that would not reasonably be expected to have a Material Adverse Effect with respect to Yamana, none of Yamana or the Yamana Material Subsidiaries has received from any person or Governmental Entity any notice, formal or informal, of any proceeding, action or other claim, Liability or potential Liability arising under any Environmental LawsLaw that is pending as of the date hereof.

Environmental. Except as disclosed in the Primero The Corporation’s Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have Statement sets forth a Material Adverse Effect on Primero or any complete list of the Primero Environmental Approvals of the Corporation and its Subsidiaries:. (i) Primero All operations of the Corporation and the Primero its Subsidiaries have been, and are and have been now, in material compliance with and are not in violation of any, all Environmental Laws;. (ii) Primero and All the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with by the operation of Corporation and its Subsidiaries to operate their respective businesses businesses, are valid and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, have been and neither Primero nor are being complied with and there have been and are no proceedings commenced or threatened to revoke or amend any of the Primero Environmental Approvals. (iii) No part of the Corporation Properties or any other of the assets of the Corporation or any of the Subsidiaries has received ever been used by the Corporation or any notification from of the Subsidiaries as a landfill or for the disposal of waste and to the knowledge of the Corporation, no part of the Corporation Properties or any Governmental Entity pursuant to other of the assets of the Corporation or any of the Subsidiaries has been used by any other Person as a landfill or for the disposal of waste. (iv) Except as disclosed in the Corporation’s Disclosure Statement, no asbestos or asbestos containing materials are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries. No equipment, waste or other material containing polychlorinated biphenyls (PCBs) are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries. (v) There has been no Release by the Corporation or any of the Subsidiaries of any Hazardous Substance which is now present in, on or under any of the Corporation Properties or any other assets of the Corporation or any of the Subsidiaries or any property currently or in the past under the charge, management or control of the Corporation or any of the Subsidiaries (including underlying soils and substrata, vegetation, surface water and groundwater) at levels which exceed decommissioning or remediation standards under any applicable Environmental Laws that or standards published or administered by the Governmental Entities responsible for establishing or applying such standards. (vi) The Corporation has no knowledge of any workHazardous Substance in, undertaking, study, report, assessment, repairs, constructions on or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, under the Corporation Properties or any Environmental Approvals issued pursuant thereto, other assets of the Corporation or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;of the Subsidiaries. (vii) Except as disclosed in the Corporation’s Disclosure Statement, there are no changes aboveground or underground storage tanks on the Corporation Properties and any storage tanks or any storage tanks formerly on the Corporation Properties have been removed and any affected soil, surface water or ground water has been remediated in the status, terms or conditions compliance with all applicable laws. (viii) The Corporation has no knowledge of any Environmental Approvals held by Primero Hazardous Substance originating from any neighbouring or adjoining properties which has migrated onto, into or under or is migrating towards any of the Corporation Properties or any other assets of the Corporation or any of the Primero Subsidiaries Subsidiaries. (ix) The Corporation has no knowledge of any Hazardous Substance originating from any of the Corporation Properties or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation other assets of the transactions contemplated herein or the continuation of the business and operations of Primero Corporation or any of the Primero Subsidiaries following the Effective Date;which has migrated onto, or is migrating towards any neighbouring and/or adjoining properties. (viiix) Primero Except as disclosed in the Corporation’s Disclosure Statement, neither the Corporation nor any Subsidiary is aware of, or is subject to: (A) any proceeding, application, order or directive which relates to the Environment or human health or safety matters, and the Primero Subsidiaries have made available to Northgate all which may require any material auditswork, assessmentsrepairs, investigation reportsconstruction or expenditures; or (B) any demand or notice, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) the material breach of any Environmental Laws applicable to the knowledge Corporation or any Subsidiary, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsHazardous Substance.

Environmental. Except as disclosed (a) The Company and each Subsidiary have complied and are in compliance with, all Environmental Laws except where the Primero Disclosure Letter, or failure to the extent that any violation or other matter referred to be in this subsection does not, individually or in the aggregate, such compliance would not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries:Effect. (ib) Primero and Neither the Primero Subsidiaries are and have been in compliance with and are not in violation of anyCompany nor any Subsidiary has any liability, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generatedknown or unknown, receivedcontingent or absolute, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that nor is Company or any Subsidiary responsible for any such liability of any other person under any Environmental Law, whether by contract, by operation of law or otherwise, which would have not been reporteda Material Adverse Effect. There are no facts, mitigated and remedied circumstances, or conditions existing, initiated or occurring prior to the Closing Date, which have or will result in compliance with liability to the Company or any Subsidiary under Environmental Laws;Law, which would result in a Material Adverse Effect. There are no pending or to the Knowledge of the Company, threatened Environmental Claims. (ivc) no ordersTo the extent required by applicable law, notifications, directives, demands, claims, instructions, directions or notices the Company and the Subsidiaries have been issued duly issued, and remain outstanding by any Governmental Entity pursuant maintain all Environmental Permits necessary to any Environmental Laws, whether or not have the force of law, relating to operate the business or assets Assets of Primero or any Company as currently operated. A true and complete list of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals Permits, all of which are valid and in full force and effect, is set out in the Disclosure Schedule. The Company and neither Primero nor any the Subsidiaries have timely filed applications for all Environmental Permits. All of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any workPermits listed on the Disclosure Schedule are transferable and none of the Environmental Permits require consent, undertakingnotification, study, report, assessment, repairs, constructions or other expenditures are required action to be made by it as remain in full force and effect following consummation of the transactions contemplated hereby. (d) (i) The Company and its Subsidiaries do not use, have not used in the past, and have not installed, and to the Company’s Knowledge, no Person uses currently, has used in the past, or has installed, underground storage tanks for the management of Hazardous Substances at any Real Property, (ii) the Company and its Subsidiaries have not installed equipment containing polychlorinated biphenyls or improvements containing asbestos, and to the Company’s Knowledge, there is not equipment containing PCBs and no asbestos or toxic mold at any Real Property; (iii) the Company and its Subsidiaries have not used or constructed and to the Company’s Knowledge, there is not a condition dump or landfill at any Real Property; and (iv) the Company and its Subsidiaries have not Released, and to the Company’s Knowledge there has been no Release of continued Hazardous Materials at, on, under, or from the Real Property. (e) The Company has Furnished to each Investor copies of all environmental assessments, reports, audits and other documents in its possession or under its control that relate to the Real Property, compliance with any Environmental Laws, or any Environmental Approvals issued pursuant theretoother real property that the Company or the Subsidiaries formerly owned, operated, or leased. To the Company’s Knowledge, any information the Company or the Subsidiaries has furnished to each Investor concerning the environmental conditions of the Real Property, prior uses of the Real Property, and the operations of the Company or the Subsidiaries related to compliance with Environmental Laws is accurate and complete. (f) No Real Property, and no property to which Hazardous Materials originating on or from such properties or the businesses or Assets of the Company or any Subsidiary has been sent for treatment or disposal, is listed or proposed to be listed on the National Priorities List or CERCLIS or on any other governmental database or list of properties that may or do require Remediation under Environmental Laws. Neither the Company nor any of its Subsidiaries has arranged, by contract, agreement, or otherwise, for the transportation, disposal or treatment of Hazardous Materials at any location such that it is or could be liable for Remediation of such location pursuant to Environmental Laws. (g) To the Knowledge of the Company, no Encumbrance in favor of any person relating to or in connection with any Environmental Approvals referred Claim has been filed or has attached to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;the Real Property. (viih) there are no changes in the statusNo authorization, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewalnotification, modificationrecording, revocationfiling, reassuranceconsent, alterationwaiting period, transfer, restriction or amendment of any such Environmental Approvals, or any review byRemediation, or approval of, any Governmental Entity of such Environmental Approvals that are is required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLaw in order to consummate the transaction contemplated hereby.

Environmental. Except As of the applicable Cut-Off Date for the Portfolio Asset related to each item of Underlying Collateral, to the actual knowledge of a Responsible Officer of the Borrower at such date, except as disclosed expressly provided in the Primero Disclosure LetterPortfolio Asset Schedule for such Portfolio Asset prior to the Cut-Off Date relating to such Loan Asset to which that Portfolio Asset Schedule relates: (i) the related Obligor’s operations comply in all material respects with all applicable Environmental Laws; (ii) none of the related Obligor’s operations is the subject of a Federal or State investigation evaluating whether any remedial action, involving expenditures, is needed to respond to a release of any Hazardous Materials into the environment; and (iii) the related Obligor does not have any material contingent liability in connection with any release of any Hazardous Materials into the environment. As of the applicable Cut-Off Date for the Portfolio Asset related to such Underlying Collateral, the Borrower has not received any written notice of, or inquiry from any Governmental Authority regarding, any violation, alleged violation, non-compliance, liability or potential liability regarding environmental matters or compliance with Environmental Laws with regard to any of the Underlying Collateral. (bb) Anti-Terrorism Laws and Sanctions / International Trade Law Compliance / Anti-Money Laundering Laws. As of the date of this Agreement and each Payment Date and at all times until this Agreement has been terminated and all amounts hereunder have been indefeasibly paid in full in cash, that: (i) neither the Borrower nor, to the knowledge of any Responsible Officer of the Borrower, any other Borrower Covered Entity: (A) is a Sanctioned Person; (B) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; (C) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Laws and Sanctions; or (D) engages in any dealings or transactions prohibited by any Anti-Terrorism Laws and Sanctions or Anti-Corruption Laws; (ii) the proceeds of this Agreement will not be used, directly or knowingly indirectly, by the Borrower, or to the extent that Borrower’s knowledge by any violation other Person, to fund any operations in, finance any investments or other matter referred to in this subsection does notactivities in, individually or, make any payments to, a Sanctioned Country or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not Sanctioned Person in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; any Applicable Law; (iii) there have been no spillsthe funds used to pay the Facility Servicer, releasesto the extent received from the Borrower, deposits or discharges of pollutants or hazardous or toxic substancesare not directly or, contaminants or wastes into the earthknowingly, air or into indirectly derived from any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated unlawful activity; and remedied in compliance with Environmental Laws; (iv) to the Borrower’s knowledge, each Borrower Covered Entity is in compliance with, and no ordersBorrower Covered Entity directly or knowingly indirectly engages in any dealings or transactions prohibited by, notificationsany Anti-Terrorism Laws and Sanctions, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Anti-Corruption Laws, whether or not have Anti-Money Laundering Laws. The Borrower covenants and agrees that it shall promptly notify the force of law, relating to the business or assets of Primero or any Facility Servicer in writing upon a Responsible Officer of the Primero Subsidiaries; (v) neither Primero nor any Borrower obtaining knowledge of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information Reportable Compliance Event with respect to environmentalthe Borrower or, health and safety matters; and (ix) any other Borrower Covered Entity, except to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawsextent such notice is prohibited by Applicable Law.

Environmental. (a) Except as disclosed set forth in Section 4.12(a)(i) of the Primero Disclosure LetterSchedule or for matters that have been fully resolved, or each of CNAC, the Subsidiaries of CNAC and, to the extent Knowledge of Parent, their respective predecessors are, and at all times since August 1, 2007 have been, in compliance in all material respects with all applicable Environmental Laws (which compliance includes the possession by CNAC, each Subsidiary of CNAC and their respective predecessors of all permits, approvals, consents, licenses, waivers and other governmental authorizations required under applicable Environmental Laws (“Environmental Authorizations”) and compliance with the terms and conditions thereof). The Environmental Authorizations are set forth in Section 4.12(a)(ii) of the Disclosure Schedule. None of Parent, Seller, CNAC or any Subsidiary of CNAC has received any communication (written or oral), whether from a Governmental Authority, citizens group, employee or otherwise, alleging that any violation the Business is or other matter referred to was not in this subsection does notsuch compliance. (b) Except as set forth in Section 4.12(b) of the Disclosure Schedule, individually or in the aggregatenone of Parent, have a Material Adverse Effect on Primero Seller, CNAC or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have of CNAC has received notice of an Environmental Claim, other than any such Environmental Claim that has been in compliance fully resolved with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero further liability to CNAC or any of its Subsidiaries. (c) Except as set forth in Section 4.12(c) of the Primero SubsidiariesDisclosure Schedule, neither CNAC nor any of its Subsidiaries is subject to any pending or from Primero assets existing Governmental Order, settlement, schedule of compliance or operations, which could reasonably be expected to result in Liability other restriction arising under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws;. (ivd) no ordersExcept as set forth in Section 4.12(d) of the Disclosure Schedule, notificationsneither CNAC nor any Subsidiary of CNAC has placed, directivesstored, demandsdeposited, claimsdischarged, instructionsReleased, directions buried, dumped or notices have been issued disposed of Hazardous Materials at, on or beneath any property that is owned or operated by CNAC or any Subsidiary of CNAC, except for inventories of such substances to be used, and remain outstanding by wastes generated therefrom, in the ordinary course of business and in accordance with applicable Environmental Laws or as would not be expected to require any Governmental Entity reporting, assessment, Cleanup, response or other remedial action under any Environmental Law or to pay for the cost of any such action pursuant to any Environmental LawsLaw. (e) Parent has delivered or otherwise made available for inspection to Purchaser (i) copies and results of any material reports, whether studies, analyses, tests or not have the force monitoring possessed or initiated by Parent, Seller, CNAC or any Subsidiary of law, relating to the business or assets of Primero CNAC or any of their Affiliates pertaining to Hazardous Materials in, on, beneath or adjacent to any property currently owned, operated or leased by CNAC or any of its Subsidiaries or regarding compliance with applicable Environmental Laws by CNAC and each Subsidiary of CNAC and (ii) copies of all material Environmental Authorizations issued to CNAC and each of its Subsidiaries within the Primero Subsidiaries;past five years. (vf) Except as set forth in Section 4.12(f) of the Disclosure Schedule, without in any way limiting the generality of the foregoing, to the Knowledge of Parent, any properties owned or operated by CNAC or any of its Subsidiaries do not contain any: underground storage tanks or related piping; asbestos or asbestos-containing material; polychlorinated biphenyls; underground injection ▇▇▇▇▇; radioactive materials; surface impoundments; landfills; sumps; or septic tanks or waste disposal pits in which any Hazardous Materials have been discharged, buried, incinerated, deposited, placed or disposed. (g) Except as set forth in Section 4.12(g) of the Disclosure Schedule, neither Primero CNAC nor any of the Primero its Subsidiaries has failed sent any Hazardous Material to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assetsa site that, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that Law, has been placed or, to the Knowledge of Parent, proposed for placement on the National Priorities List or any worksimilar state list or is subject to a Governmental Order from any Governmental Authority to take “removal”, undertaking“response”, study, report, assessment, repairs, constructions “corrective” or other expenditures are required Cleanup action or to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in pay for the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment cost of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with action at the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability site under any Environmental LawsLaw.

Environmental. Except as disclosed On the Closing Date, no Authorized Officer has any ------------- actual knowledge that any Hazardous Substance has been installed on any real property now owned by the Borrower or any of its Restricted Subsidiaries, except (i) for Hazardous Substances the presence of which is not in violation of Environmental Law in an amount which is not or would not reasonably be expected to cause, liability to the Borrower or any Restricted Subsidiary in the Primero Disclosure Letteraggregate in excess of $5,000,000 or (ii) as set forth on Schedule 4.01(p) ---------------- hereto. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower or to the extent any Restricted Subsidiary has any actual knowledge that any Hazardous Substance has been installed in violation or other matter referred to in this subsection does not, individually or in of law on any real property now owned by the aggregate, have a Material Adverse Effect on Primero Borrower or any of the Primero Subsidiaries: (iRestricted Subsidiaries except those installations which are not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as disclosed on Schedule 4.01(p) Primero hereto, to the actual ---------------- knowledge of an Authorized Officer, the Borrower and the Primero Restricted Subsidiaries are not in material violation of or subject to any existing, pending or material threatened formal investigation or formal inquiry by any governmental authority, or subject to any material remedial obligations under any applicable Environmental Laws. On each date after the Closing Date on which this representation is deemed to be made, to the actual knowledge of an Authorized Officer, the Borrower and have been in compliance with and the Restricted Subsidiaries are not in violation of anyor subject to any existing, pending or threatened formal investigation or inquiry by any governmental authority or to any remedial obligations under any applicable Environmental Laws which in each case is, or would reasonably be expected to cause, a Material Adverse Change. To the actual knowledge of an Authorized Officer, the Borrower and the Restricted Subsidiaries are not required to obtain any material permits, Licenses or similar authorizations to construct, occupy, operate or use any buildings, improvements, fixtures, and equipment forming a part of any real property of the Borrower or any Restricted Subsidiary by reason of any applicable Environmental Laws; (ii, except those that have been obtained, or which the failure to obtain has not, and would not reasonably be expected to cause, a Material Adverse Change. As of the Closing Date, except as set forth in Schedule 4.01(p) Primero hereto, no Authorized Officer has ---------------- actual knowledge that any Hazardous Substances or solid wastes have been disposed of on the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $5,000,000. As of the Closing Date, except as set forth in Schedule -------- 4.01(p) hereto, no Authorized Officer has actual knowledge that any Hazardous ------- Substances or solid wastes have been released on or to the real property of the Borrower or any of its Restricted Subsidiaries in violation of any applicable Environmental Law, except such violations which are not, and would not reasonably be expected to cause, liability to the Borrower and/or the Restricted Subsidiaries in the aggregate in excess of $10,000,000. On each date after the Closing Date on which this representation is deemed to be made, no Authorized Officer of the Borrower and the Primero Restricted Subsidiaries has actual knowledge that any Hazardous Substances or solid wastes have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and been disposed of all contaminants, wastes, and hazardous and toxic substances without violation or otherwise released on or to the real property of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero Borrower or any of the Primero Restricted Subsidiaries, in violation of the applicable Environmental Laws, except any such disposal or from Primero assets or operationsrelease which is not, which could and would not reasonably be expected to result in Liability under any Environmental Lawcause, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsMaterial Adverse Change.

Environmental. Except as disclosed (a) Continental and each of its Subsidiaries is in the Primero Disclosure Lettercompliance with applicable Environmental Law in all material respects. (b) In connection with Environmental Activities, there is no notice of infraction, action, suit or proceeding against or in any other manner relating adversely to, or to the extent that any violation knowledge of Continental, pending or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero threatened against Continental or any of the Primero Subsidiaries: (i) Primero and the Primero its Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any respect of the Primero Subsidiaries, Exploration Rights Areas operated by Continental’s Subsidiaries in any court or from Primero assets before any arbitrator of any kind or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions before or notices have been issued and remain outstanding by any Governmental Entity pursuant to Entity. (c) All Environmental Permits which are necessary under any applicable Environmental Laws, whether or not have Law for the force of law, relating to the business or assets of Primero or any operation by Continental’s Subsidiaries of the Primero Subsidiaries; Exploration Rights Areas operated by them (vas such Exploration Rights Areas are operated by Continental’s Subsidiaries as at the date of this Agreement) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero have been duly obtained and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, are not subject to further Environmental Permits or appeal or, to the knowledge of Continental, pending, threatened legal or administrative proceedings, and neither Primero nor there are, to the knowledge of Continental, no proposals to amend, revoke or replace such Environmental Permits. (d) None of Continental or its Subsidiaries has or is, and, to the knowledge of Continental, no past or present lessee, owner, occupant, or licensee or other Person other than Continental or a Subsidiary of Continental has or is, engaged in any Environmental Activity at, upon, under, over, within or with respect to the Exploration Rights Areas operated by Continental’s Subsidiaries in violation of any applicable Environmental Law which could lead to the imposition of liability on, or a remediation order against, Continental or a Subsidiary of Continental. (e) No activities or operations of Continental or its Subsidiaries are or have been subject to any judicial, administrative or other proceedings alleging a violation of any applicable Environmental Law. (f) No activities or operations of Continental or its Subsidiaries in respect of the Primero Exploration Rights Areas operated by Continental’s Subsidiaries has received any notification are the subject of investigation or written notice from any Governmental Entity pursuant requiring material remedial action to respond to a Release of any Contaminant. (g) Neither Continental nor any of its Subsidiaries has been or is involved in any operations or Environmental Laws that Activity in violation of any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required applicable Environmental Law which activities would lead to be made by it as a condition the imposition of continued compliance with any Environmental Lawsliability on, or any Environmental Approvals issued pursuant theretoa remediation order against, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero Continental or any of the Primero its Subsidiaries. (h) Neither Continental nor any of its Subsidiaries has filed any written notice or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment report of any such Environmental Approvals, or any review by, or approval of, a Release of a Contaminant with any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation respect of the transactions contemplated herein Exploration Rights Areas operated by Continental or the continuation any part thereof. (i) No order, instruction or direction of the business and operations of Primero any Governmental Entity has been issued which required Continental or any of its Subsidiaries to carry out any material environmental remediation of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability Exploration Rights Areas operated by Continental under any applicable Environmental LawsLaw.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any (a) The Acquired Company and each of the Primero Subsidiaries: its Subsidiaries (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in received any notice or other communication of any alleged claim, violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that Law which has not heretofore been cured or for which there is any remaining material Liability; (ii) have not been reporteddisposed of, mitigated and remedied in compliance with emitted, discharged, handled, stored, transported, used or released any Hazardous Materials, distributed, sold or otherwise placed on the market Hazardous Materials or any product containing Hazardous Materials, arranged for the disposal, discharge, storage or release of any Hazardous Materials, or exposed any employee or other individual to any Hazardous Materials so as to give rise to any material Liability or corrective or remedial obligation under any Environmental Laws; ; (iii) have not entered into any agreement that may require it to guarantee, reimburse, pledge, defend, hold harmless or indemnify any other party with respect to Liabilities arising out of Environmental Laws or the Hazardous Materials related activities of the Acquired Company or any of its Subsidiaries or any other Person; (iv) have no orders, notifications, directives, demands, claims, instructions, directions Knowledge of any fact or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have circumstance that would involve the force of law, relating to the business or assets of Primero Acquired Company or any of the Primero Subsidiaries; its Subsidiaries in any environmental litigation or Liability; and (v) neither Primero nor any have Made Available to Buyer all records in the Acquired Company’s and its Subsidiaries’ possession concerning the Hazardous Materials activities of the Primero Acquired Company and its Subsidiaries has failed to report to the proper Governmental Entity the occurrence and all environmental audits and environmental assessments of any event which is required to be so reported facility owned, leased or used at any time by any Environmental Laws; (vi) Primero and the Primero Acquired Company or each of its Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with conducted at the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Lawsrequest of, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes otherwise in the statuspossession of Seller, terms or conditions of any Environmental Approvals held by Primero the Acquired Company or any of the Primero Subsidiaries or any renewalits Subsidiaries. There are no Hazardous Materials in, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvalson, or under any review byproperties owned, leased or approval of, used by the Acquired Company or each of its Subsidiaries such as could give rise to any Governmental Entity of such Environmental Approvals that are required in connection with the execution material Liability or delivery of this Agreement, the consummation material corrective or material remedial obligation of the transactions contemplated herein or the continuation of the business and operations of Primero Acquired Company or any of the Primero its Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws. (b) For the purposes of this Section 3.18, (i) “Environmental Laws” means all federal, state, local and foreign Laws and regulations relating to pollution, protection of the environment, worker health and safety or exposure of any individual to Hazardous Materials, including Laws and regulations relating to emissions, discharges, releases or threatened releases of Hazardous Materials, or otherwise relating to the manufacture, processing, registration, distribution, labeling, recycling, use, treatment, storage, disposal, transport or handling of Hazardous Materials and including any Hazardous

Environmental. Except as disclosed in the Primero Disclosure LetterUBI Schedules, there are no actions, proceedings or investigations pending before any environmental regulatory body, with respect to or threatened against or affecting UBI or the UBI Subsidiaries in respect to any "facility" owned, leased or operated by any of them (but excluding any "facility" as to which sole interest of UBI or the UBI Subsidiaries is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which UBI or the UBI Subsidiaries ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) under the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended ("CERCLA"), or under any Federal, state, local or municipal statue, ordinance or regulation in respect thereof, in connection with any release of any toxic or "hazardous substance", pollutant or contaminant into the "environment" which, if adversely determined, (a) would require the payment by UBI or the UBI Subsidiaries and/or require UBI or the UBI Subsidiaries to incur expenses of more than $10,000 (whether or not covered by insurance) or (b) would otherwise have a material adverse effect on UBI or the UBI Subsidiaries, nor, to the best knowledge of UBI after reasonable inquiry, is there any reasonable basis for the institution of any such actions or proceedings or investigations which is probable of assertion, nor are there any such actions or proceedings or investigations in which UBI or the UBI Subsidiaries are a plaintiff or complainant. Neither UBI nor the UBI Subsidiaries are liable in any material respect under any applicable law for any release by either of them or for any release by any other "person" of a hazardous substance caused by the spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping or disposing of hazardous wastes or other chemical substances, pollutants or contaminants into the environment, nor is UBI or the UBI Subsidiaries liable for any material costs (as a result of the acts or omissions of UBI or the UBI Subsidiaries or, to the best knowledge of UBI, as a result of the acts or omissions of any other "person") of any remedial action including, without limitation, costs arising out of security fencing, alternative water supplies, temporary evacuation and housing and other emergency assistance undertaken by any environmental regulatory body having jurisdiction over UBI or the UBI Subsidiaries to prevent or minimize any actual or threatened release by UBI or the UBI Subsidiaries of any hazardous wastes or other chemical substances, pollutants and contaminants into the environment which would endanger the public health or the environment. All terms contained in quotation marks in this paragraph and the paragraph immediately following shall have the meaning ascribed to such terms, and defined in, CERCLA. Except as disclosed in the UBI Schedules, to the best knowledge of UBI each "facility" owned, leased or operated by UBI or the UBI Subsidiaries (but excluding any "facility" as to which the sole interest of UBI or the UBI Subsidiaries is that of a lienholder or mortgagee, but including any "facility" to which title has been taken pursuant to mortgage foreclosure or similar proceedings and including any "facility" in which UBI or the UBI Subsidiaries ever participated in the financial management of such facility to a degree sufficient to influence, or have the ability to influence, the facility's treatment of hazardous waste) is, in all material respects, in compliance with all applicable Federal, state, local or municipal statutes, ordinances, laws and regulations and all orders, rulings or other decisions of any court, administrative agency or other governmental authority relating to the protection of the environment, except to the extent that any violation or other matter referred a failure to in this subsection does not, individually or in the aggregate, comply would not have a Material Adverse Effect material adverse effect on Primero or any the business, operations and financial condition of the Primero Subsidiaries: (i) Primero UBI and the Primero UBI Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws; (ii) Primero and the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it taken as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Lawswhole.

Environmental. Each of Allana and the Allana Subsidiaries operates in compliance with all applicable Environmental Laws, except to the extent that a failure to comply, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Allana. Except as disclosed in the Primero Allana Documents or the Allana Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection subparagraph does not, individually or in the aggregate, not have a Material Adverse Effect on Primero Allana or any either of the Primero Allana Subsidiaries: (i) Primero and neither Allana nor the Primero Allana Subsidiaries are and have been in compliance with and are not is in violation of any, any applicable Environmental Laws; (ii) Primero each of Allana and the Primero Allana Subsidiaries have operated their respective businesses its business at all times and have generated, has received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero or any of Allana and the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, Allana Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, Laws relating to the business or assets of Primero or any of Allana and the Primero Allana Subsidiaries; (v) neither Primero nor any of Allana and the Primero Allana Subsidiaries has have not failed to report to the proper Governmental Entity the occurrence of any event which that is required to be so reported by any Environmental Laws;Law; and (vi) Primero Allana and the Primero Allana Subsidiaries hold all Environmental Approvals licenses, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses its business and the ownership and use including rehabilitation of their respective its assets, all such Environmental Approvals licenses, permits and approvals are in full force and effect, and neither Primero nor any except for notifications and conditions of general application to reclamation obligations under applicable environmental laws Allana and the Primero Allana Subsidiaries has have not received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals license, permit or approval issued pursuant thereto, or that any Environmental Approvals license, permit or approval referred to above are is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental Laws.

Environmental. Except as disclosed The Corporation’s Disclosure Statement sets forth a complete list of all material Environmental Approvals of the Corporation and its Subsidiaries. (i) All operations of the Corporation and its Subsidiaries have been, and are now, in the Primero Disclosure Lettercompliance with all Environmental Laws, or except to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, such non-compliance would not have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: (i) Primero and the Primero Subsidiaries are and have been in compliance with and are not in violation of any, Environmental Laws;Effect. (ii) Primero and All the Primero Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, or any municipal or other sewer or drain or drinking or water systems, by Primero or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not been reported, mitigated and remedied in compliance with Environmental Laws; (iv) no orders, notifications, directives, demands, claims, instructions, directions or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero Subsidiaries; (v) neither Primero nor any of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws; (vi) Primero and the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with by the operation of Corporation and its Subsidiaries to operate their respective businesses businesses, are valid and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, have been and neither Primero are being complied with and there have been and are no proceedings commenced or threatened to revoke or amend any of the Environmental Approvals, except as would not have a Material Adverse Effect. (iii) No part of the Corporation Properties or any other of the assets of the Corporation or any of its Subsidiaries has ever been used by the Corporation or any of its Subsidiaries as a landfill or for the disposal of waste and, to the actual knowledge of the Individuals after having made reasonable inquiry with Other Senior Management, no part of the Corporation Properties or any other of the assets of the Corporation or any of its Subsidiaries has been used by any other Person as a landfill or for the disposal of waste. (iv) To the knowledge of the Corporation, no asbestos or asbestos containing materials are used, stored or otherwise present in or on the Corporation Properties, any current or discontinued products or any other assets of the Corporation or any of its Subsidiaries. To the knowledge of the Corporation no equipment, waste or other material containing polychlorinated biphenyls (PCBs) are used, stored or otherwise present in or on the Corporation Properties or any other assets of the Corporation or any of its Subsidiaries. (v) Neither the Corporation nor any of the Primero its Subsidiaries has received any notification from liability or remediation obligation, including liability for clean-up of Hazardous Substances contained in soil or surface or ground water or for any Governmental Entity pursuant off-site contamination, that is material to the Corporation and its Subsidiaries, taken as a whole; provided that the foregoing representation and warranty with respect to any Environmental Laws liability or obligation that any workarises from the actions of Persons other than the Corporation and its Affiliates and their respective directors, undertakingofficers, studyemployees, reportcontractors and agents shall only be to the knowledge of the Corporation. (vi) To the actual knowledge of the Individuals after having made reasonable inquiry with Other Senior Management, assessmentthere are no Hazardous Substance in, repairs, constructions on or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, under the Corporation Properties or any Environmental Approvals issued pursuant thereto, other assets of the Corporation or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;of its Subsidiaries. (vii) To the knowledge of the Corporation, there are no changes in above ground or underground storage tanks on the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date;Corporation Properties. (viii) Primero and To the Primero Subsidiaries have actual knowledge of the Individuals after having made available to Northgate all material auditsreasonable inquiry with Other Senior Management, assessmentsany Hazardous Substance originating from any neighbouring or adjoining properties which has migrated onto, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; andinto or under or is migrating towards any of the Corporation Properties. (ix) To the knowledge of the Corporation, there is no Hazardous Substance originating from any of the Corporation Properties or any other assets of the Corporation or any of its Subsidiaries which has migrated onto, or is migrating towards any neighbouring and/or adjoining properties, except as to Hazardous Substances that would not have a Material Adverse Effect. (A) There is no pending or, to the knowledge of Primerothe Corporation, none threatened proceeding, application, order or directive which relates to the Environment or human health or safety matters, and which may require any material work, repairs, construction or expenditures; and (B) the Corporation has not received any written demand or notice, with respect to the material breach of Primero and the Primero Subsidiaries are subject to any past or present fact, condition or circumstance that could reasonably be expected to result in Liability under any Environmental LawsLaws applicable to the Corporation or any of its Subsidiaries, including, without limitation, any regulations respecting the use, storage, treatment, transportation, or disposition of any Hazardous Substance.

Environmental. Except as disclosed in the Primero Disclosure Letter, or to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, not have a Material Adverse Effect on Primero or any of Kobex and the Primero Kobex Subsidiaries, to Kobex’s knowledge: (i) Primero Kobex and the Primero Kobex Subsidiaries are and have been in compliance in all material respects with and are not in violation of any, Environmental Laws; (ii) Primero Kobex and the Primero Kobex Subsidiaries have operated their respective businesses at all times and have generated, received, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances contaminants without violation of Environmental Laws; (iii) there have been no spills, releases, deposits or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwise, water or any municipal or other sewer or drain or drinking or water systems, systems by Primero Kobex or any of the Primero Subsidiaries, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, Kobex Subsidiaries that have not been reported, mitigated and remedied in compliance with Environmental Lawsremedied; (iv) there is no orders, notifications, directives, demands, claims, instructions, directions material claim or notices have been issued and remain outstanding by any Governmental Entity pursuant to any Environmental Laws, whether judicial or not have the force of law, relating to the business or assets of Primero administrative proceeding which may affect either Kobex or any of the Primero SubsidiariesKobex Subsidiaries or any of the properties or assets of Kobex or the Kobex Subsidiaries relating to or alleging any violation of Environmental Laws; (v) neither Primero Kobex nor any of the Primero Kobex Subsidiaries has failed to report to the proper Governmental Entity federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign, the occurrence of any event which is required to be so reported by any Environmental Laws;; and (vi) Primero Kobex and the Primero Kobex Subsidiaries hold all Environmental Approvals licences, permits and approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effectother than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Kobex, and neither Primero Kobex nor any of the Primero Kobex Subsidiaries has received nor any notification from of their respective assets is the subject of any investigation, evaluation, audit or review not in the ordinary and regular course by any Governmental Entity pursuant to determine whether any violation of Environmental Laws that any workhas occurred or is occurring, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated; (vii) there are no changes in the status, terms or conditions of any Environmental Approvals held by Primero or and neither Kobex nor any of the Primero Kobex Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety matters; and (ix) to the knowledge of Primero, none of Primero and the Primero Subsidiaries are is subject to any past or present fact, condition or circumstance that could reasonably be expected to result known environmental liabilities not disclosed in Liability under any Environmental Laws.the Kobex Public Documents;

Environmental. Except To the Borrower's knowledge, except as may be actually disclosed in the Primero Disclosure LetterEnvironmental Report or otherwise disclosed to Lender in writing, (a) no Hazardous Substances are currently located, stored or used at the Premises, except with respect to the extent that any violation or other matter referred to in this subsection does not, individually or in the aggregate, have a Material Adverse Effect on Primero or any of the Primero Subsidiaries: such Hazardous Substances which are (i) Primero customarily located, stored or used in hotels similar to the Premises, or (ii) unique and necessary to a tenant's business located in the Primero Subsidiaries Premises, provided that such Hazardous Substances described in clause (a)(i) or (a)(ii) are at all times stored, located and have been used in compliance with and are not in violation of any, all Environmental Laws; (iib) Primero and no Hazardous Substances have been discharged, released or emitted, upon or from the Primero Subsidiaries have operated their respective businesses at all times and have generatedPremises into the environment, receivedwhich would subject the Borrower of the Premises to any damages, handled, used, stored, treated, shipped and disposed of all contaminants, wastes, and hazardous and toxic substances without violation of penalties or liabilities under any applicable Environmental Laws; (iiic) there the Premises have not ever been no spillsused as or for a mine, releasesa landfill, deposits a dump or discharges of pollutants or hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water, whether surface or otherwiseother disposal facility, or any municipal a gasoline service station; (d) no underground storage tank is now located on or other sewer or drain or drinking or water systemsin the Premises or, by Primero or any of the Primero Subsidiariesif previously located therein, or from Primero assets or operations, which could reasonably be expected to result in Liability under any Environmental Law, that have not each such tank has been reported, mitigated and remedied removed therefrom in compliance with all applicable Environmental LawsLaws and any clean-up of the surrounding soil in connection therewith has been completed; (ive) no ordersasbestos, notificationsACM, directivesmaterials containing urea-formaldehyde, demandsor transformers, claimscapacitors, instructionsballasts or other equipment that contain PCBs are located about the Premises; (f) the Premises have never been used by Borrower, directions as a permanent or notices have temporary treatment, storage or disposal site for any Hazardous Substance; (i) no notice of any violation or any alleged violation of any Environmental Law has been issued and remain outstanding or given by any Governmental Entity pursuant Authority, and (ii) there is not now any investigation or report involving the Premises by any Governmental Authority or agency which in any way relates to any Environmental Laws, whether or not have the force of law, relating to the business or assets of Primero or any of the Primero SubsidiariesHazardous Substances; (vh) neither Primero nor no Person has given any notice of the Primero Subsidiaries has failed to report to the proper Governmental Entity the occurrence or asserted any claim, cause of action, penalty, cost or demand for payment or compensation, allegedly resulting from any activity or event which is required to be so reported by any Environmental Lawsdescribed in clauses (a)-(g) above; (vii) Primero and there are not now any actions, suits, proceedings or damage settlements relating in any way to Hazardous Substances in, upon, under, over or from the Primero Subsidiaries hold all Environmental Approvals required under any Environmental Laws in connection with the operation of their respective businesses and the ownership and use including rehabilitation of their respective assets, all such Environmental Approvals are in full force and effect, and neither Primero nor any of the Primero Subsidiaries has received any notification from any Governmental Entity pursuant to any Environmental Laws that any work, undertaking, study, report, assessment, repairs, constructions or other expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Environmental Approvals issued pursuant thereto, or that any Environmental Approvals referred to above are about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminatedPremises; (viij) no notification of a Release (as such term is defined in 42 U.S.C. ss. 9601(22)) of any Hazardous Substances has been filed by or on behalf of Borrower through authorized employees or agents and the Premises are not listed on the United States Environmental Protection Agency's List of Hazardous Waste Sites or any other list of Hazardous Substance sites maintained by any federal, state or local Governmental Authority; (k) there are no changes environmental liens on the Premises and no governmental actions have been taken or are in process which could subject the status, terms or conditions of any Environmental Approvals held by Primero or any of the Primero Subsidiaries or any renewal, modification, revocation, reassurance, alteration, transfer, restriction or amendment of any Premises to such Environmental Approvals, or any review by, or approval of, any Governmental Entity of such Environmental Approvals that are required in connection with the execution or delivery of this Agreement, the consummation of the transactions contemplated herein or the continuation of the business and operations of Primero or any of the Primero Subsidiaries following the Effective Date; (viii) Primero and the Primero Subsidiaries have made available to Northgate all material audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental, health and safety mattersliens; and (ixl) to Borrower has not transported or arranged for the knowledge transportation of Primero, none of Primero and the Primero Subsidiaries are subject any Hazardous Substances to any past location which is listed or present factproposed for listing under CERCLA or on any similar state list or which is the subject of federal, condition state or circumstance that could reasonably be expected to result in Liability under any Environmental Lawslocal enforcement actions or other.